Republic Bank Limited
56
2
Executive
at Board meeting is therefore rich with the combined wisdom of
the individuals, as well as reflective of their varied backgrounds.
The Board has considered the criteria for Independence and after
application of the criteria the Board was satisfied that each of the
Non-Executive Directors was able to bring independent unbiased
judgment to Board deliberations.
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 have always been a
priority of the Board.
DirectorTenure
Although this year both Ronald F. deC. Harford and Russell
Martineau reached the retirement age of 70, the Board was of the
view that given the proposed retirement of the Managing Director
together with the fact that more than 50% of the Directors now
have a tenure of five years or less, that continuity of experienced
Directors outweighed the benefit of new talent at this time.
Our Board of Directors meets formally every month, while Special
Board meetings are called as the need arises. During this fiscal year
Thirteen meetings were scheduled:-
Board - 10 Meetings
Special Board - 3 Meetings
Attendance
Eligible to
Director
Attend
Shazan Ali
12
13
Nigel M. Baptiste
12
13
Dawn Callender
10
13
David Dulal-Whiteway
12
13
Terrence W. Farrell
9
13
Ronald F. deC. Harford
13
13
Derwin M. Howell
12
13
Peter R. Inglefield
(New Appt. 6/1/15)
10
11
Alison Lewis
9
13
William P. Lucie-Smith
11
13
Russell Martineau
11
13
Chandrabhan Sharma
10
13
Kristine Thompson
11
13
Gregory I. Thomson
12
13
The Managing Director has explicit authorities and responsibilities
that are documented and approved by the Board of Directors and
reviewed as and when necessary.
The international environment and legislative and regulatory
demands are becoming increasingly complex and challenging
causing us to constantly review our systems and make use of
technology to ensure that compliance is robust and negative impact
on our legitimate customers is minimal.
The Board of Directors considers that the quality, skills and
experience of Directors enhance the Board’s effectiveness, and the
collective Board is required to have a core set of skills and experience
identified to effectively provide the Bank with appropriate leadership
and guidance given the risks and opportunities facing the Republic
Bank Group.
The Bank is mindful that the Board must reflect the business, social,
economic and cultural environment of the Bank’s customers. It is
also critical that the Directors must have sufficient time available to
devote to the performance of their Board duties.
During the fiscal year, Directors attended the “Banking on the
Future Summit 2015” Conference held at the Hyatt Regency, Port
CorporateGovernance
