To assist in the execution of its responsibilities, the Board has established three Board Committees, an Enterprise Risk Management (ERM) Committee, a Human Resources and Pension Committee (HRPC) and an Audit & Conduct Review Committee (ACRC). These Committees have written terms of reference which are regularly reviewed. The Committees have no executive powers regarding their findings and recommendations. Committee members shall not be current employees of the Bank.
APPOINTMENT OF MEMBERS
Committees Members are appointed by the Board, which may, at any time, remove or replace any member of a Committee. The Board shall also appoint the Chair of each Committee to preside at meetings of the Committee. In the absence of the Chair, one of the other Members of a Committee present shall be chosen by the Committee to preside at the meeting.
MEETINGS OF BOARD COMMITTEES
Subject to the agreement of the members, the time and place of meetings of the Committees shall be determined by the Corporate Secretary, provided that:
- a quorum for meetings shall be a majority of the members of the Committee;
- the Committees shall meet at least quarterly;
- notice of the time and place of every meeting shall be given in writing, delivered by hand, facsimile or email transmission, to each member of the Committee;
- Committee members may participate in meetings in person or by telephone, electronic or other appropriate modes of communication;
- in the absence of a meeting, a unanimous resolution in writing signed by all the Committee members is as valid and effectual as if it had been passed at a meeting of the Committee.
REPORTING AND ACCOUNTABILITY
The Committees shall report all decisions taken and recommendations made by them at their meetings or otherwise to the Board at the Board‟s next regularly scheduled Board Meeting. The Committee shall have such final decision-making authority as the Board may determine from time to time.
ACCESS TO RECORDS AND ADVISORS
The Committees shall have full access to any relevant records of the Bank and are authorised to seek any information they require from any officer or employee of the Bank and may take such independent professional advice, as they consider necessary.
Committees may invite any director, officer or employee or any other person to attend the meetings to assist the Committees in their deliberations. The Secretary or, in the absence of the Secretary, an Assistant Secretary of the Bank shall act as the Secretary of the Committees. The Minutes of the meetings of Committees shall be taken and maintained by the Secretary and subsequently presented to the Committees and to the Board, if required by the Board.
ENTERPRISE RISK MANAGEMENT COMMITTEE
The Enterprise Risk Management Committee of the Board of Directors (“the Committee”) has the mandate, responsibilities and duties outlined below:
The broad mandate of this Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with regard to the risk appetite of the Bank and the risk management and compliance framework and the governance structure that supports it. Risk appetite is defined as the level and type of risk which the Bank is able and willing to assume in its exposures and business activities, given its business objectives and obligations to its shareholder and stakeholders.
POWERS AND RESPONSIBILITIES
The duties and responsibilities of the Committee are to:
- Approve or deny recommendations for credit made by the Management Credit Committee, including Insurance Special Buyer Credit Limits along with Insurance Policy Discounting Facility Limits, within its designated approval authority;
- All credit applications in excess of its authority limit;
- All other credit matters which require a decision from the full Board including provision for loan losses and bad debt write-offs.
- Review and make recommendations for the amendment of the Bank‟s Credit Policy;
Review and make recommendations to the Board in respect of:
- Approve appropriate resources for risk management and compliance;
- Ensure that the risk management framework is effectively implemented and monitored by the Executive Risk Management Committee (ERMC);
- Ensure that the established requirements in the Risk Management Policy are met;
- Review and make recommendations for the amendment of the Bank‟s Enterprise Risk Management Policy;
- Review significant financial and other risk exposures and the steps management has taken to monitor, control and report such exposures, including, without limitation, credit, operational, fraud, strategic, technology, data-security, business-continuity and reputational risks;
- Review and update as necessary the Corporate Fraud Risk Policy;
- Evaluate management‟s identification of fraud risks and the implementation of anti-fraud measures;
- Review the effectiveness of fraud risk management;
- Review reports and significant findings of the Risk Management and Compliance Officer and the Internal Audit Division with respect to the risk management and compliance activities of the Bank;
- Within the parameters of Government Policies, the Bank‟s financial capabilities and its Mission Statement, provide an originating forum to help identify, investigate, discuss and offer suitable recommendations to the Board aimed at ensuring that the Bank, its products and services achieve and maintain a path which provides maximum strategic and diagnostic support to the productive sector and in particular the export sector and also gives maximum support and encouragement to entrepreneurship in new economic growth areas, aimed at enhancing the export earnings of the country.
- Encourage and effect greater collaborative liaison between the Bank and relevant private/public sector interest groups.
Distill and review recommendations from Executive Management on the:
- Identification of areas of economic activities with defined potential to contribute to economic growth
- Development of new financing products with provisions which demonstrate elements of being proactive, innovative and nontraditional as far as possible and which pay due regard to the parameters outlined at (i) above.
- Re-packaging/ modification of existing product types, to enhance their relevance and utility values.
Review and provide guidance to Executive Management in mapping out a sustainable and comprehensive programme of advertising/promotions/marketing for the Bank aimed at lifting its Corporate profile and the level of public awareness of the institution and its products. Elements of this programme to include but not necessarily limited to –
- Channels of communication
- Bench-marking as a guide to making strategic shifts
- Ways and means of achieving optimality through cost effective budgetary expenditures
- Carry out any other assignment as directed by the Board of Directors from time to time.
The Committee shall consist of such number of Directors of the Board as the Board shall from time to time determine, provided such number shall be no fewer than three (3).
Attendance by Staff
The following members of staff attend the meetings of the Committee by invitation:
- Corporate Secretary
- Managing Director
- Manager, Trade Financing & Risk Management Division
- Chief Officers, Trade Financing & Risk Management Division
- Chief Officer (Risk & Compliance)
HUMAN RESOURCES & PENSION COMMITTEE
The Human Resources & Pension Committee of the Board of Directors (“the Committee”) has the mandate, responsibilities and duties outlined below:
The mandate of this Committee is to assist the Board in fulfilling its oversight responsibilities for the appointment, performance evaluation and compensation of the Bank‟s Managing Director and Senior Management, succession planning and other human relations issues and administration of the National Export Import Bank Pension Fund (“the Pension Fund”).
POWERS AND RESPONSIBILITIES
The responsibilities of the Committee are to:
- ensure that human resource strategies support the Bank‟s objectives, core values and mission statements;
- review prior to review and approval by the Board claims emanating from the biannual review of Wage Claim Agreements in respect of unionized staff;
- deal with issues relating to the reclassification of job positions or re-organization;
- review matters in relation to the contract of employment of the Managing Director and Senior Management;
- make recommendations for approval by the Board on the appointment of new Executive Management;
- review and as appropriate approve performance targets and corporate goals and objectives;
- deal with human relation issues affecting the staff generally which are outside of the scope of the existing regulations;
- review and make recommendations for the amendment of the Bank‟s Administrative Policies;
- make recommendations for approval by the Board on the revision of the Bank‟s staff loan policies;
- review and make recommendations for the amendment of the Pension Fund‟s Statement of Investment Policies & Principles
- review the audited financial statements of the Pension Fund;
- carry out any other assignment as directed by the Board of Directors from time to time.
Structure The Committee shall consist of such number of Directors of the Board as the Board shall from time to time determine, provided such number shall be no fewer than three (3). Attendance by Staff The following members of staff attend the meetings of the Committee by invitation:
- Corporate Secretary
- Managing Director
- Manager, Human Resources & Administration Division
AUDIT & CONDUCT REVIEW COMMITTEE
The Audit & Conduct Review Committee of the Board of Directors (“the Committee”) has the mandate, responsibilities and duties outlined below:
The broad mandate of this Committee is to assist the Board of Directors in fulfilling its oversight responsibilities for (1) the integrity of the Bank's financial statements, (2) the Bank's compliance with corporate governance, legal and regulatory requirements, (3) the independent auditor's qualifications and independence, (4) the performance of the Bank's internal audit function and independent auditors (5) the achievement of operational efficiencies and (6) the approval of the Budget and the Corporate Plan, pursuant to the Public Bodies Management & Accountability Act.
The Committee has authority to conduct or authorize investigations into any matters within its scope of responsibility. It is empowered to:
- Recommend to the shareholders, through the Board of Directors, the appointment and compensation of the public accounting firm identified to conduct the annual audit.
- Oversee the work of the public accounting firm employed by the organization to conduct the annual audit. This firm will report directly to the audit committee.
- Resolve any disagreements between management and the auditor regarding financial reporting.
- Pre-approve all auditing and permitted non-audit services performed by the Bank's external audit firm.
- Retain independent counsel, accountants, or others to advise the committee or assist in the conduct of an investigation.
- Delegate authority to subcommittees or the Managing Director, including the authority to preapprove all auditing and permitted non-audit services, providing that such decisions are presented to the full committee at its next scheduled meeting.
Structure The Committee shall consist of such number of Directors of the Board as the Board shall from time to time determine, provided such number shall be no fewer than three (3) and provided further that the Board may co-opt individuals who are not members of the Board who possess a broad range of qualifications relevant to the functions of the Bank. At least one member of the Committee shall be a qualified accountant registered under the Public Accountancy Act, or possess expertise in the area of finance. Any individual co-opted to sit on the Committee shall have all the rights and responsibilities of the other members of the Committee. Attendance by Staff The following members of staff attend the meetings of the Committee by invitation: Corporate Secretary Managing Director Manager, Internal Audit Division Attendance by External Auditor A representative from the Bank‟s auditing firm shall, by invitation, attend all Committee meetings.
POWERS AND RESPONSIBILITIES
The Committee will carry out the following responsibilities:
Review significant accounting and reporting issues, including any management letters resulting from the external audit, and understand their impact on the financial statements. These issues include:
- Complex or unusual transactions and highly judgmental areas.
- Major issues regarding accounting principles and financial statement presentations, including any significant changes due to changes/amendments in accounting standards.
- The effect of regulatory and accounting initiatives on the financial statements of the Bank.
- Review analyses prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements.
- Review with management and the external auditors the results of the audit, including any difficulties encountered. This review will include any restrictions on the scope of the independent auditor's activities or on access to requested information, and any significant disagreements with management.
- Consider the efficiency and effectiveness of the Bank's accounting and internal control structure and systems, including information technology security and control.
- Understand the scope of internal and external auditors' review of internal control over financial reporting, and obtain reports on significant findings and recommendations, together with management's responses.
- Review with management and the Manager, Internal Audit the charter, plans, activities, staffing, and organizational structure of the internal audit function.
- Ensure there are no unjustified restrictions or limitations to people or records access.
- Review and concur in the appointment, replacement, or dismissal of the Manager, Internal Audit.
- Review the effectiveness of the internal audit function, including compliance with The Institute of Internal Auditors' Standards for the Professional Practice of Internal Auditing.
- On a regular basis, meet separately with the Manager, Internal Audit to discuss any matters that the committee or internal audit believes should be discussed privately.
- Receive and review the quarterly report of the Audit Division.
- Review the external auditor‟s proposed audit scope and approach, including coordination of audit effort with internal audit;
Review the performance of the external auditors. In performing this review, the Committee will
At least annually, obtain and review a report by the independent auditor describing: the firm's internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the firm.
- Take into account the opinions of management and internal audit.
- Present its conclusions with respect to the external auditor to the Board.
- Ensure the rotation of the lead audit partner every five years;
- Present its conclusions with respect to the independent auditor to the full Board;
- Meet separately with the external auditors to discuss any matters that the Committee or auditors believe should be discussed privately;
- Examine and make recommendations to the Board in respect of the Bank‟s annual budget;
- Review the Bank‟s Corporate Plan prior to review and approval by the Board;
- Monitor the Bank‟s performance as compared to budget; Money Laundering/ Terrorist Financing & Compliance
- Review and update, as necessary, the Corporate Anti-Money Laundering/Anti-Terrorist Financing Policies and Procedures (AML/ATF);
- Receive and review reports from the Internal Audit Division evidencing its monitoring role in the Bank‟s overall adherence to the AML/ATF policy;
- Receive, review and approve the external auditors‟ report with respect to their investigation as it relates to the Bank‟s compliance with its AML/ATF requirements;
- Review the effectiveness of the system for monitoring compliance with laws and regulations including the Proceeds of Crime Act and Regulations (2007) and the Terrorism Prevention Act (2005) and the results of management's investigation and follow-up (including disciplinary action) of any instances of noncompliance;
Establish procedures for
(i) The receipt, retention, and treatment of complaints received by the Bank regarding operations, accounting, internal accounting controls, or auditing matters; and
(ii) The confidential, anonymous submission by employees of the Bank of concerns regarding questionable operations, accounting or auditing matters.
- Review the findings of any examinations by regulatory agencies, and any auditor observations including the „Agreed upon procedures for testing compliance by public bodies with Government of Jamaica Procurement Guidelines‟;
- Review the process for communicating the code of conduct to Bank personnel, and for monitoring compliance therewith;
- Obtain regular updates from management and the Compliance Officer regarding compliance matters; Reporting Responsibilities
- Regularly report to the Board of Directors about committee activities and issues that arise with respect to the quality or integrity of the Bank's financial statements, the Bank's compliance with legal or regulatory requirements, exposure to fraud risks, the performance and independence of the Bank's independent auditors, and the performance of the internal audit function;
- Provide an open avenue of communication between internal audit, the external auditors, and the Board of Directors;
- Review any other reports the Bank issues that relate to committee responsibilities; Corporate Governance
- Monitor the Bank‟s operations and develop and recommend changes to the Board‟s corporate governance policies and procedures;
- Conduct periodic reviews of the organization and operation of Board Committees;
- Oversee the evaluation of the performance of the Board of Directors;
- Ensure the orientation of new Directors and appropriate training of all Directors;
- Prepare a statement annually for inclusion in the Bank‟s Annual Report, outlining the Bank‟s corporate governance principles and practices.
- Review and recommend amendments to the Bank‟s Communications Policy; Carry out any other assignment as directed by the Board of Directors from time to time. Other Responsibilities Discuss with management the Bank's major policies with respect to risk assessment and risk management including fraud risks.
- Perform other activities related to this charter as requested by the Board of Directors.
- Institute and oversee special investigations as needed.
- Review and assess the adequacy of the committee charter annually, requesting Board Approval for proposed changes.
- Confirm annually that all responsibilities outlined in the Public Bodies Management and Accountability Act (PBMAA), this Charter and the committee‟s Terms of Reference have been carried out.
- Evaluate the committee‟s and individual members‟ performance at least annually.