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Corporate Governance

CORPORATE GOVERNANCE

Strict adherence to good Corporate Governance and international best practices remains high on the agenda of Guaranty Trust Bank (Ghana) Limited. As such, the Bank is governed by a framework that facilitates checks and balances and ensures that appropriate controls are put in place to facilitate best practices for the Board of Directors and senior management in order to maximise stakeholder value.

There are currently three (3) main committees through which the Board of Directors discharges its functions; Board Audit Committee, Board Credit Committee and the Board Risk Committee. 

In addition to the Board Committees, there are four (4) Management Committees to ensure effective and good corporate governance at the Management level.

 

1.0 Board of Directors

 

The 7-member Board of Directors of Guaranty Trust Bank (Ghana) Limited is composed of a non-executive Chairman, with 1 Executive Director and 5 non executive directors, each bringing diverse but rich experience, with enviable records of achievement in their various fields of endeavour. The Directors possess the requisite skills and experience, integrity and business acumen to bring independent judgment to bear on board deliberations for the good of the Bank.

The roles of the Chairman and Managing Director/CEO are separate. The Chairman of the Board shall not serve simultaneously as Chairman/member of any of the Board Committees.

No two members of the same extended family shall occupy the position of Chairman and that of Managing Director or Executive Director of the Bank at the same time. 

The Board is responsible for determining strategic objectives and policies of the Bank to deliver such long-term value, providing overall strategic direction within a framework of rewards, incentives and controls. It ensures that management strikes an appropriate balance between promoting long-term growth and delivering short-term objectives. 

The Board is also responsible for ensuring that Management maintains a system of internal control, which provides assurance of effective and efficient operations, internal financial controls and compliance with law and regulations.    

 

1.1 Board Audit Committee

 

This Committee is made up of three (3) Non-Executive Directors while the Bank’s Secretary serves as the secretary to the Committee. It is responsible for ensuring that the Bank complies with all the relevant policies and procedures both from the regulators and as laid-down by the Board of Directors. 

The Audit Committee is responsible for the review of the integrity of the Bank’s financial reporting and oversee the independence and objectivity of the external auditors. The internal and external auditors have unrestricted access to the Committee to ensure their continued independence. The Committee also seeks for explanations and additional information, where relevant, from the internal and external auditors.

Meetings are held on a quarterly basis. Other members of management may be invited to the Committee’s meetings as and when appropriate. A report is provided to the full Board at each sitting.

 

1.2 Board Credit Committee

 

The Board’s Credit Committee is responsible for review of all credits granted by the Bank and approves specific loans and credit related proposals beyond the Management Credit Committee’s authority limit as may be defined from time to time by the Board. 

The Committee is also responsible for ensuring that the Bank’s internal control procedures in the area of risk assets remain high to safeguard the quality of the Bank’s risk assets.  

In view of the volume of transactions that require Board Credit Committee approvals, there are instances where credits will need to be approved by members expeditiously between Credit Committee Meetings. Such urgent credits are circulated amongst the members and slated for ratification at the next meeting of the Board Credit Committee. 

The Board Credit Committee is made up of two (2) Non-Executive Directors and 1 Executive Director. The Committee meets at least four times a year.  A report is provided to the full Board at each sitting. 

 

1.3 Board Risk Committee

 

The Committee’s main responsibilities include reviewing and recommending for approval of the Board, the Bank’s Risk Management Policies including the risk profile and limits; determining the adequacy and effectiveness of the Bank’s risk detection and measurement systems and controls; evaluating the Bank’s internal control and assurance framework annually, in order to satisfy itself on the design and completeness of the framework relative to the Bank’s activities and risk profile; oversight of Management’s process for the identification of significant risks across the Bank and the adequacy of risk mitigation, prevention, detection, transfer and reporting mechanisms; and reviewing and recommending to the Board for approval, the contingency plan for specific risks.

The Board’s Risk Committee is charged with the quarterly review of the Bank’s central liability report and summary of criticised loans with the concurrent power of assessing the adequacy of the reserves for loan losses and approving possible charge-offs. The Committee presents reports to the Board at its quarterly meetings.

 

2.0 Management Committees

 

Management Committees are various committees comprising of senior management of the Bank. The Committees are risk driven as they are basically set up to identify, analyse and make recommendations on risks arising from the day to day activities of the Bank. They also ensure that risk limits as contained in the Board and Regulatory policies are complied with at all times. They provide inputs for the respective Board Committees and also ensure that recommendations of the Board Committees are effectively and efficiently implemented. They meet as frequently as the risk issues occur to immediately take actions and decisions within the confines of their powers. The key Management Committees in the Bank are:

• Management Credit Committee;

• Criticised Assets Committee;

• Assets and Liability Management Committee; and

• IT Steering Committee.

 

2.1 Management Credit Committee (MCC)

 

Management Credit Committee is responsible for ensuring that the Bank complies fully with the Credit Policy Guide as laid down by the Board of Directors. The Committee also provides inputs for the Board Credit Committee. This Committee reviews and approves credit facilities to individual obligors not exceeding, in aggregate, a sum to be determined by the Board from time to time.  The Management Credit Committee is responsible for reviewing and approving all credits that are above the approval level of the Managing Director as determined by the Board. The Committee meets at least once a week or once a fortnight depending on the number of credit applications to be considered. 

The Committee reviews the entire credit portfolio of the Bank and conducts periodic assessment of the quality of risk assets in the Bank. It also ensures that adequate monitoring of performance is carried out. The Secretary of the committee is the Head of Credit Administration Unit of the Bank.

 

2.2 Criticised Assets Committee (CAC)

 

The Criticised Assets Committee is responsible for the assessment of the risk asset portfolio of the Bank. It highlights the status of the Bank’s assets in line with the internal and external regulatory framework, and ensures that triggers are sent in respect of delinquent assets. The Committee also ensures that adequate provisions are taken in line with the regulatory guidelines. The members of the Committee include the Managing Director, General Manager, and other relevant Senior Management Staff of the Bank. 

 

2.3 Assets and Liabilities Management Committee (ALMAC)

 

The Assets and Liability Management Committee is responsible for the management of a variety of risks arising from the Bank’s business including, market and liquidity risk management, loan to deposit ratio analysis, cost of funds analysis, establishing guidelines for pricing on deposit and credit facilities, exchange rate risks analysis, balance sheet structuring, regulatory considerations and monitoring of the status of implemented assets and liability strategies.

The members of the Committee include the Managing Director, General Manager, the Treasurer, Head, Risk Management Group, the Head, Currency Trading Unit and relevant Management Staff of the Bank.

 

2.4 IT Steering Committee

 

The IT Steering Committee is responsible for the review of technology deployments in the Bank, planning of new IT products and the review of developments in the Technology industry.

The Committee is chaired by the Managing Director and has the Head of Technology Unit as the Secretary. Other members include; the General Manager, the Group Heads of Corporate Bank, Retail Bank, Alternative Channels, Settlements; and Heads of Corporate Affairs, Risk Management, Systems and Control, and Financial Control and Strategy.