OUR APPROACH TO CORPORATE GOVERNANCE A Synopsis
Following are the steps taken by the Bank for strengthening the corporate governance: • The Board of Standard Chartered Bank Nepal Limited is responsible and accountable to the shareholders and ensures that proper corporate governance standards are maintained. • The Audit Committee meets quarterly to review the internal and external inspection reports, control and compliance issues and provides feedback to the Board as appropriate. • The Board Risk Committee meets on a quarterly basis to review overall risks of the Bank. Necessary guidance/suggestions and directions are given by the Committee to the management as appropriate. • The Executive Committee (EXCO) represented by all Business and Function Heads is the apex body managing the day to day operations of the Bank. Chaired by the CEO, it meets at least once a month for formulating and reviewing strategic decisions. • The Executive Risk Committee represented by senior business and risk staff is directly responsible for overseeing and managing all the risks of the Bank except for liquidity and capital which is managed by Assets Liability Committee. • The Financial Crime Risk Committee meets at least eight times a year and is responsible to ensure appropriate governance of financial crime risk and to oversee the implementation of the risk type framework applicable to financial crime. • The Credit Issue Committee (“CIC”) is responsible for reviewing the existing Early Alert (“EA”) portfolio in CIB and CB and stress account management (SAM) portfolio in Business Banking as well as new accounts presented to the Committee. It also reviews Retail Portfolio to ensure credit issues / adverse trends in the portfolio are identified and addressed through appropriate actions. • The Annual General Meeting is used as an opportunity to communicate with all our shareholders. • The Bank adheres to the applicable laws, regulations and directives to meet the local regulatory requirements. In addition to this, the Board has also adopted SCB Group policies and procedures relevant to business segments and functions. • Ultimate responsibility of effective Risk Management rests with the Board supported by Audit Committee, Board Risk Committee, Executive Committee (EXCO), Executive Risk Committee, Credit Issue Committee, Country Financial Crime Risk Committee and Asset & Liability Committee.
• Embracing exemplary standards of governance and ethics wherever we operate is an integral part of our Strategic Intent. The SCB Group Code of Conduct is adopted to help us meet this objective by setting out the standards of behaviour we must follow with each other and with our clients, communities, investors and regulators.
Analysis
The Board of Standard Chartered Bank Nepal Limited is responsible for the overall management of the Bank and for ensuring that proper corporate governance standards are maintained. The Board is also responsible and accountable to the shareholders. The Board has complied with the principles and provisions of Nepal Rastra Bank Directives on Corporate Governance and the provisions of Companies Act, 2063 and Banks and Financial Institutions Act, 2073 (the “Corporate Governance Code”). The Bank confirms that: • Throughout FY 2074/75, all the provisions of Corporate Governance has been complied with by directors. The Company complied with the listing rules of Nepal Stock Exchange Limited. • Throughout FY 2074/75, the Bank was in compliance with the Securities Registration and Issuance Regulation, 2073. • The Bank has adopted a Code of Conduct regarding securities transactions by directors on further terms no less than required by Nepal Rastra Bank Directives and the Company Act and that all the Directors and Staff of the Bank complied with the Code of Conduct throughout FY 2074/75.
The Board
As on the date of this report, the Board is made up of the Non-Executive Chairman, one Executive Director and three Non-Executive Directors of which one is Independent Director appointed as per the legal requirement and one of them is the Public Director representing General Public shareholders as per the provisions of the Bank & Financial Institutions Act & Company Act. The Board composition complied with the legal & regulatory requirements. Three Directors including the Non- Executive Chairman are nominated by the SCB Group to represent it in the Board in proportion to its shareholding. The Board meets regularly and has a formal schedule of matters specifically reserved for its decision. These matters include determining and reviewing the strategy of the Bank, annual budget & performance oversight, overseeing statutory and regulatory compliance, risk & governance, people,
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