The Audit Committee’s principle function is to oversee the Bank’s financial reporting process, monitor the internal control systems, review financial statements, provide support to the Board of directors on compliance, audit and financial matters, oversee performance of external and internal auditors of the Bank, and review internal and external inspection reports.

The Audit Committee shall be appointed by the Board and shall be made up of at least three (3) members who shall comprise of only independent directors.

Responsibilities of the Audit Committee

The Audit Committee’s responsibilities, among others, include:

• Approve the risk-based audit plans of the internal and external auditors which address all activities over a measurable cycle and the work of external and internal auditors is coordinated.
• Recommend to shareholders, through the Board, the appointment, removal and remuneration of external auditors. It should approve the engagement letter setting out the scope and terms of external audit.
• Assess periodically the skills, resources and independence of the external audit firm and its practices for quality control.
• Assess whether the accounting practices of the auditee are appropriate and within the bounds of acceptable practice.
• Discuss with senior management and external auditors the overall results of the audit, the quality of financial statements and any concerns raised by external auditors.
  
  

Click here to view the Audit Committee Terms of Reference

The Board Investment & Credit Committee (BICC) mandate is to act as the credit sanctioning authority of the Bank on behalf of the Board and ensure compliance to the Credit Risk Policy (“CRP”) of the Bank at all times. The Committee shall have the authority to make a final decision on approval or rejection of proposed requests/transactions as well as to establish general lending parameters in accordance with its powers.

Members of the Committee shall be appointed by the Board and shall be made up of at least three (3) members, consisting of a majority of independent or non-executive directors and may include the CEO.

Responsibilities of the Board Investment & Credit Committee

The Board Investment & Credit Committee’s responsibilities, among others, include:

• To ensure that concentration of credit risks is within the Bank’s risk tolerance.
• Consider and approve all credit facilities exceeding the delegated authority of the Management Investment & Credit Committee (MICC) as set out in the CRP.
• Consider and approve the restructure of credit facilities as per the CRP.
• Consider and approve, amend, withdraw all credit financing schemes of the Bank.
• Ensure that all facilities advanced are in accordance with the Bank’s defined overall credit risk strategy while adhering to the Bank’s Credit Risk Policy (CRP) and any Guidelines from the Bank of Mauritius.
• Ensure that any deviations / exceptions to policies are communicated to the Board for corrective actions to be taken.
• Review the credit policies and procedures periodically to ensure their continuing adequacy and enforcement, in the best interests of the Bank

The role of the Board Risk Management Committee (BRMC) has the responsibility to advise the Board on the financial institution’s overall current and future risk appetite, tolerance and strategy and oversee Senior Management’s implementation of the risk appetite framework and reporting on the state of risk culture in the Bank.

Members of this Committee shall be appointed by the Board and shall be made up of at least three (3) independent or non-executive members with a reasonable number having an adequate familiarity with risk management. The Chief Executive Officer shall be a member of this Committee.

Responsibilities of the Board Risk Management Committee

The Board Risk Management Committee’s responsibilities, among others, include:

• Advise the Board on the Bank’s overall current and future risk appetite tolerance and strategy.
• Recommend the Board on appropriate risk appetite framework for the Bank which shall be consistent with the Bank’s short term and long-term strategic plan.
• Identify the principle risks, including but not limited to credit, market, liquidity, operational, compliance and regulatory and reputational risks and the actions taken to mitigate them.
• Review the Bank’s key credit related management and stress testing reports.
• Monitor the Bank’s compliance with regulatory capital adequacy requirements taking into account ICAAP implementation.
• Appoint a Chief Risk Officer who, among others, shall provide assurance that the oversight of risk management is independent from operational management and is adequately resourced with proper visibility and status in the organisation.
• Require the Chief Risk Officer to provide regular reports to the Committee, senior management and the Board on his activities and findings relating to the institution’s risk appetite framework.

The Nomination and Remuneration Committee (REMCO) has the responsibility of selecting competent and qualified personnel and making recommendations to the Board. The Committee aims to retain and attract qualified and experienced personnel for the smooth running of the organisation.

Members of the Committee shall be appointed by the Board and shall be made up of at least three (3) members, consisting of a majority of independent or non-executive directors.

Responsibilities of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee’s responsibilities, among others, include:

• Recommend to the Board candidates for Board positions, including the chair of the Board and chairs of the Board Committees.
• Recommend criteria for the selection of board members and criteria for the evaluation of their performance.
• Prepare for approval of the Board, the remuneration and compensation package for directors, senior manager and other key personnel.
• Recommend to the Board, and incentive package, as necessary, to enhance staff performance, while ensuring that incentives embedded within remuneration structures do not incentivise staff to take excessive risk.
• Approve remuneration and compensation frameworks, reward, talent management and performance appraisal structures.
• Review and approve design of pensions and other benefits.

The Committee is responsible to determine, agree and develop the bank’s general policy on corporate governance in accordance with applicable Code of Corporate Governance and legislations. It should also ensure that the corporate governance report and disclosures to be published in the bank’s annual report is in compliance with provisions of the Code of Corporate Governance.

Members of the Committee shall be appointed by the Board and shall be made up of at least three (3) non-executive directors.

Responsibilities of the Corporate Governance Committee

The Corporate Governance Committee’s responsibilities, among others, include:

• Determine, agree and develop the Bank’s general policy on corporate governance in accordance with applicable Code of Corporate Governance and legislations.
• Ensure that the corporate governance report to be published in the Bank’s annual report is in compliance with provisions of the Code of Corporate Governance.
• Ensure that disclosures are made in the annual report in compliance with the disclosure provisions in the Code of Corporate Governance.
• Consider any other corporate governance matters as directed by the Board.

The Procurement Committee reviews certain revenue and capital expenditures of the Bank to ensure that the Bank’s expenditure is appropriate in the pursuit of the Bank’s operations.

Responsibilities of the Procurement committee

• Consider and approve the following capital and operational expenditures for the smooth running and operation of the Bank:
  
  
  1. Expenditure within approved annual budget for an amount of MUR 5M and up to MUR 25M.
  2. Expenditure that is not budgeted for an amount of MUR 1M and up to MUR 10M.
  3. Any other unforeseen expenditure not exceeding MUR 3M.
     
     
• Notwithstanding paragraph 8.1.1, the Committee may in its discretion consider and approve any of the above expenditures provided that the amount of such expenditures do not exceed 10% of the applicable threshold.
• Examine and recommend to the Board any unbudgeted expenditure exceeding MUR 10M and advise the Board on the financial and other resource implications.
• Review and make appropriate recommendations to the Board with respect to budgeted expenditure exceeding MUR 25M.
• Approve the list of preferred/prequalified suppliers/service providers of goods, works and service.
• Evaluate and make recommendation to the Board on any acquisition or disposal and/or any undertaking or part of any undertaking of the Bank.
• Approve any emergency procurements.
• Monitor, evaluate and review management’s procedures for procurement, on a regular basis and the controls in place to ensure value for money and determine and set inbuilt accountability parameters for management in case of failure.
• Review the Procurement Policy for recommendation to the Board.

The Board Cybersecurity Committee (BCSC) is mandated by the Board to assist the Bank in fulfilling its cybersecurity risks management and control responsibilities. In doing so, the Committee will ensure cybersecurity is managed in a manner consistent with the Bank’s strategic objectives, regulatory requirements and its approved operational risk appetite. Members of the Committee shall be appointed by the Board and shall be made up of at least three [3] independent or non – executive members with a reasonable number having an adequate familiarity with. Information/cyber security. The Chief Executive Officer of the Bank shall be a member of the BCSC.

The duties of the Board Cybersecurity Committee (BCSC) shall include the following:

• Advise the Board on the Bank’s overall current and future cybersecurity and information security risk strategy, risk appetite and tolerance.
• Oversee Senior Management’s implementation of the cybersecurity and information security risk appetite framework and reporting on the state of cybersecurity and information security culture in the Bank.
• Review the Bank’s compliance with regulatory requirement including cloud base outsourcing.
• Consider and approve recommendations in respect to cybersecurity and information security related matters.
• Ensure adequacy of resources and funding for cybersecurity and information security related activities and projects.
• Ensure that the cybersecurity and Information security and risk management function in their role as second line of defense are independent of operations.
• Review and approve policies/frameworks related to Information/cyber security.
• Receive and review periodic reports on controls for information/cyber-risk metrics and information/cyber risk assessments together with preparedness on incident response and disaster recovery capabilities.