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2014 ANNUAL REPORT
CorporateGovernance
INTRODUCTION
The Republic Bank Group is committed to maintaining the
highest standards of corporate governance. To this end,
we continuously monitor and update as necessary our
internal systems in order to ensure our standards reflect best
international practice tailored to the specific needs of the Bank.
In this regard Republic Bank Limited welcomes the launch of
the Trinidad and Tobago Corporate Governance Code (‘the
Code’). The Code was developed through a partnership of the
Caribbean Corporate Governance Institute, the Trinidad and
Tobago Chamber of Industry and Commerce and the Trinidad
and Tobago Stock Exchange. Republic Bank is fully supportive
of the principles of good governance as espoused in the Code.
The Board of Directors exercises leadership, enterprise,
integrity and good judgment in guiding the Bank to achieve
continuing growth and prosperity. The Board will act in the
best interests of the Bank and its stakeholders guided by a
philosophy that is based on transparency, accountability and
responsibility. The Bank’s values and standards are set to ensure
that obligations to its shareholders, employees, and customers
are met. Our ethics and operating principles reminds us that
at Republic Bank we are and strive to continue to be a Bank
with the highest standards of ethical conduct. Integrity and the
trust of our customers are the cornerstone of our business. The
Governance framework seeks to put a structure in place to help
guide Directors, management and staff and we constantly seek
to improve and strengthen this. One of the tools we have made
available to our employees, as we strengthen and improve this
frame work, is whistle blowing. To this end we have contracted
an international firm with which employees can communicate
anonymously should they suspect that something untoward is
taking place.
The Board provides entrepreneurial leadership to
management within a framework of prudent and effective
controls that enables risk to be assessed and managed. The
Board sets the Bank’s strategic aims, ensuring that the necessary
financial and human resources are in place for the Bank to
meet its objectives. The Board also reviews management’s
performance against agreed metrics.
The role of the Board of Directors includes the following key
responsibilities:
• Setting the Strategic aims and reviewing and approving
corporate strategy
• Selecting, compensating and monitoring and where
necessary replacing key executives and overseeing
succession planning
• Ensuring the company has the appropriate organisational
structure in place to achieve its objectives
• Reviewing and approving systems of risk management and
internal compliance and control, codes of conduct and legal
compliance
• Monitoring the effectiveness of corporate governance
practices and updating organizational rules and policies in
step with industry changes
• Approving and monitoring the progress of major capital
expenditure, capital management and acquisitions and
divestitures
• Ensuring the integrity of accounting, financial and non-
financial reporting
Our Board of Directors comprises 14 Directors: 11 are Non-
Executive Directors and 3 are Executive Directors. The Chairman
is a Non-Executive Director. Mr. Russell Martineau is the Senior
Independent Director.
This balance of Non-Executive Directors to Executive
Directors ensures that the Board is able to exercise independent
judgment with sufficient management information to enable
proper and objective assessment of issues facing the Bank.
The Non-Executive Directors reflect a diverse cross-section of
the professional and business community and are all highly
respected, independent individuals with a wealth of experience
in their respective fields. Discussion at Board meetings is
therefore rich with the combined wisdom of the individuals, as
well as reflective of their varied backgrounds.
Non-Executive Directors do not participate in performance-
based incentive plans, their remuneration consists solely of
cash. The Board Chairman and Directors are paid fees and
Committee Chairmen and Members are paid an additional fee
for each Committee on which they serve. Executives who are
Directors are not paid fees.
The Executive Directors ensure that at Board meetings,
Directors have access to the best possible banking,
management and financial advice during their deliberations.
Each Executive Director has his own particular strength
reflective of his professional experience, and this ensures the
Board has a clear perspective on all matters on which decisions
are required. Careful planning and a commitment to ensuring
there is always an excellent group of managers to maintain
continuity and seamless succession, has always been a priority
of the Board.
Our Board of Directors meets formally every month, while
Special Board meetings are called as the need arises. During
this fiscal year seventeen (17) meetings were scheduled:-
