Annual Report 2015
55
CorporateGovernance
Introduction
This report on Corporate Governance spans the financial year
commencingOctober 2014andendingSeptember 2015. Accordingly,
the information is describing the corporate governance framework
for Republic Bank Limited and the performance of the Board of
Directors during the financial year 2015 and pre the restructuring of
the Group to form Republic Financial Holdings Limited.
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 is pleased to announce that it has adopted the Trinidad and
Tobago Corporate Governance Code (‘the Code’) on the ‘apply or
explain basis’.
The Board of Directors exercises leadership, enterprise, integrity
and good judgment in guiding the Group to achieve continuing
growth and prosperity. The Board will act in the best interests
of the Group and its stakeholders guided by a philosophy that
is based on transparency, accountability and responsibility. The
Group’s values and standards are set to ensure that obligations to
its shareholders, employees, and customers are met. Our ethics
and operating principles remind us that at Republic Bank we are
and strive to continue to be a Group 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 framework, 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 Group’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.
Republic Bank has 10 principles of corporate governance that
summarise the objectives of the Board and provide a framework for
the manner in which it functions and discharges its responsibilities:
• Principle 1 - Lay solid foundation for management and
oversight
• Principle 2 - Structure the Board to add value
• Principle 3 - Promote ethical and responsible decision making
• Principle 4 - Safeguard integrity in financial reporting
• Principle 5 - Make timely and balanced disclosure
• Principle 6 - Respect the rights of shareholders
• Principle 7 - Recognise and manage risk
• Principle 8 - Encourage enhanced performance
• Principle 9 - Remunerate fairly and responsibly
• Principle 10 - Recognise the legitimate interests of shareholders
Within the scope of these Principles the responsibility of the Board
of Directors is further refined to include the following duties:
• 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 organisational 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 three 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 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
