45
2014 ANNUAL REPORT
for 20 years as a Director on the Board of Republic Bank Limited
and its subsidiaries. In accordance with the Company’s By-law,
both Ms. Lewis and Mr. Thomson will retire from the Board and
being eligible, have offered themselves for re-election. The
Board recommends that all the nominees be re-elected.
The Board of Directors has access to the advice of the Group
General Counsel/Corporate Secretary, as well as the Bank’s
External Counsel, including advice on any matter concerning
his or her role as a Director.
The Board of Directors complies with the Model Code for
Securities Transaction by Insiders of Listed Companies issued
by the Trinidad and Tobago Stock Exchange Limited. Strict
guidelines are provided by the Bank for the occasions when
it may be perceived that Directors and Officers have special
knowledge, and dealing in the Bank’s shares during these
occasions is prohibited. The purchase or sale of shares by an
insider requires the prior written consent of the Corporate
Secretary, and transactions are tabled for the information of the
Board of Directors.
The Board this year also adopted a disclosure policy designed
to provide for accurate, timely and balanced disclosure of all
material matters concerning the company.
The Board is committed to facilitating the ownership rights
of all shareholder groups, including minority shareholders
and institutional investors. Provision is made for shareholders
to have the opportunity to engage with the company and
participate effectively in Annual and Special Meetings through
the provision of proxies. External Auditors and members of
Senior Management and the Board are available at meetings
with shareholders to respond to shareholder questions.
The Bank’s strategies, policies, agreed management
performance criteria and business plans are defined and
measurable in a manner which is precise and tangible both
to the Board and Management. The Bank’s affairs are subject
to comprehensive assessment against accurate and relevant
information, both financial and non-financial as appropriate,
obtainable from the Bank’s internal reporting systems as well as
external sources, so that informed assessment can be made of
issues facing the Board. To this end, the following committees
have been established:-
AUDIT COMMITTEE
This Committee meets quarterly to review the financial
reporting process, the system of internal control, management
of financial risks, the audit process, the Bank’s process for
monitoring compliance with laws and regulations and its own
code of business. Four (4) meetings were held this fiscal.
The Committee comprises:-
Directors
Attendance
William P. Lucie-Smith - Chairman
4
Dawn Callender
3
Ronald F. deC. Harford
3
Russell Martineau
3
Alison Lewis
(New Appt. 1/7/14)
1
Gregory Thomson
(New Appt. 1/8/14)
nil
* Stephen Pollard
2
* William Harold Pierpont Scott
3
* Retired Directors
CREDIT COMMITTEE
This Committee meets twice monthly, or as necessary, to
approve or decline credit proposals over the limit of the
Executive Directors and on the classification of accounts and
we advise that 19 meetings were scheduled for the fiscal year.
Attendance by Directors at these meetings is rotated.
The Committee comprises:
• Two Executive Directors
• Three Non-Executive Directors, one of whom shall be the
Chairman of the Bank and who shall also be the Chairman of
the Committee provided he is able to attend and the other
two members selected from the following Panel:-
Directors
Attendance
Ronald F. deC. Harford - Chairman
16
David Dulal-Whiteway
11
Nigel M. Baptiste
17
Derwin M. Howell
8
Terrence Farrell
7
William P. Lucie-Smith
9
Christian Mouttet
2
Chandrabhan Sharma
4
Kristine Thompson
6
Alison Lewis
(New Appt. 1/7/14)
1
Gregory Thomson
(New Appt. 1/8/14)
1
* Stephen Pollard
8
* William Harold Pierpont Scott
5
* Retired Directors
COMPENSATION COMMITTEE
This Committee is responsible for reviewing the compensation
package for all categories of staff; the remuneration,
performance and incentive rewards of Senior Executives as
