THE NATIONAL IMPORT-EXPORT BANK OF JAMAICA LIMITED CORPORATE GOVERNANCE CHARTER
This Corporate Governance Charter sets out the key governance principles adopted by the Board for the governance of the EXIM Bank and contains internationally and nationally recognized standards for good and responsible governance. It aims to provide a system that is clear and transparent. Its purpose is to promote the trust of customers, employees and the general public in the management and supervision of the organisation.
In adhering to the responsibilities and powers as set out in this Charter, Board members are expected to perform their duties with integrity, honesty and in a professional manner in accordance with the Laws of Jamaica in general and Public Bodies Management and Accountability Act in particular. Consistent with the Bank's core values and mission statement, the Board has developed and implemented a series of policies and practices which are consistent with these principles.
Responsibilities of the Board
2.1 The Board guides and monitors the business and affairs of the Bank to ensure the interests of its shareholder are protected. In particular, the Board is responsible for:
- The overall Corporate Governance of the Bank, including overseeing compliance with the applicable laws and the Bank’s policies and procedures; ensuring that the Bank observes appropriate ethical standards; and the fulfillment of the Bank's values.
- Charting the overall strategy and direction of the Bank, including setting, monitoring and reviewing strategic, financial and operational plans; and
- The appointment of the Managing Director, Deputy Managing Director and Senior Managers, including the delegation of powers to the Managing Director and the Deputy Managing Director within authorised discretionary levels.
2.2 In order to fulfill these responsibilities, the Board reserves to itself the following powers:
- Reviewing the Bank's strategic plan at least annually;
- Approving annual budgets;
- Reviewing financial results;
- Dealing with all matters which are outside discretions conferred on the Managing Director;
- Ensuring that areas of significant business risk are identified and effectively managed;
- The determination of the terms and conditions of appointment of the Managing Director, Deputy Managing Director and Senior Managers, including the right to suspend, remove or dismiss staff from executive office;
- Setting targets for the Managing Director and assessing performance against these;
- Reviewing Management compensation annually;
- Implementing and reviewing succession plans;
- Establishing Board Committees;
- Acting within the overall policies established by the Board from time to time.
2.3 The responsibilities listed above are expressly reserved to the Board. Other powers which are delegated to management include the following:
- being responsible for day to day management of the Bank within the overall strategies and frameworks approved by the Board;
being responsible for the following activities of the Bank:
- developing rolling 3-year strategic plans for approval by the Board;
- financial and capital management and reporting;
- credit and enterprise-wide risk management;
- information technology;
- marketing the products and services of the Bank;
- customer service;
- developing and maintaining key external relationships
- human resources, people development, performance and the creation of a safe and productive workplace; and
- reporting to the Board on the performance of the Bank and its management;
- otherwise performing such duties as are from time to time delegated by the Board.
2.4 The Board will, from time to time, undertake a review of its responsibilities and those of management to ensure that they remain appropriate for the needs of the Bank.
3.1 The Board comprises eleven (11) members, including the Chairman of the Board. Sole power to appoint and revoke appointments to the Board resides in the Minister of Finance and Planning under whose portfolio the Bank resides. The Board, through the Chairman shall make recommendations to the Minister as to the knowledge, abilities and expert experience required of appointees to properly discharge their tasks as Directors.
3.2 Compensation of the Chairman and members of the Board of Directors is determined by guidelines issued by the Ministry of Finance and Planning.
Role of the Chairman of the Board
4.1 The role of the Chairman of the Board is to preside over meetings of the Board of Directors and to ensure the smooth functioning of the Board in the interests of good governance. The Chairman’s specific responsibilities include:
(a) Providing overall leadership to the Board without limiting the principle of collective responsibility for Board decisions;
(b) Determining, in conjunction with the Managing Director and the Company Secretary, the development of an annual work plan for the Board against agreed objectives and goals as well as playing an active part in setting the agenda for Board meetings and annual retreats;
(c) Acting as the main link between the Board and management and particularly between the Board and the Managing Director; ensuring that all Directors play a full and constructive role in the affairs of the Bank and taking a lead role in recommending the removal of non-performing or unsuitable directors from the Board.
(d) Ensuring that the relevant information is presented to the Board to enable Directors to arrive at informed decisions.
4.2 The Chairman of the Board may delegate these responsibilities to a Deputy Chairman.
Directors and Board Meetings
5.1 The Bank's Directors meet at least 10 times per year and otherwise as required with the Bank's Managing Director and Company Secretary. Non-directors, including members of management, may be present at Board meetings at the invitation of the Chairman.
5.2 Every Director is entitled to a notice of meeting of directors to be given by delivery, post or fax.
5.3 The quorum for any Board meeting of Directors is a simple majority, i.e. 6.
5.4 Each person serving as a director must devote the time and attention necessary to fulfill the obligations of a director. Key obligations include appropriate attendance at Board and committee meetings and appropriate review of preparatory material. Directors are also expected to attend the annual meeting of shareholders.
5.5 Where a Director cannot attend a meeting of the board or a committee meeting, prior notice must be given to the Company Secretary for his/her absence. Where a Director will require leave of absence for more than four consecutive meetings, formal notification must be made, in writing, to the Company Secretary. Based on the merits of each case the Chairman may recommend to the Minister that the appointment of the Director be revoked.
Conflicts of Interest
5.6 A Director who has a conflict of interest should notify the Board through the Chairman and the details of the conflict recorded by the Corporate Secretary. Where conflicts of interest occur, Directors are required to excuse themselves from the discussions in respect of those interests and will therefore not vote in respect of such matters.
Confidentiality of Board Information
5.7 All information received by Directors is confidential and is the property of the Bank and must not be disclosed to parties outside the Bank without the prior approval of the Board.
6.1 The Board of Directors has established a number of committees to assist in the execution of its responsibilities. These committees serve to increase the efficiency of the work of the Board and the handling of complex issues. Each Committee Chairperson reports regularly to the Board of Directors on the work of the Committee. Each Committee has its own Terms of Reference.