Annual Report 2015
57
of Spain as part of their on-going education and also participated
in a Training Session on Anti-Money Laundering and Counter
Terrorism Financing (AML/CTF), facilitated by ComplianceAid, AML/
CTF Specialists of Florida. The Bank recognises its responsibility to
continuing to source training programmes for Directors that will
enhance Director knowledge and improve effectiveness.
In 2013, the Board had External Consultants conduct a performance
evaluation of the Board of Directors. This year, the Consultants
were retained to facilitate “self-evaluations” of the members of the
Boards of Republic Bank in Trinidad and Tobago, Barbados, Guyana
and Grenada. The results revealed that generally the Boards were
relatively happy with the quality of its members. Individual Reports
would have identified areas in which the performance of a Director
could improve. The Directors were invited to discuss issues raised
with the Chairman.
At the Annual Meeting, one-third of the Directors retire and may
offer themselves for re-election. At this Annual Meeting Ronald
Harford, Russell Martineau, Shazan Ali and Chandrabhan Sharma
retire from the Board by rotation and being eligible, have offered
themselves for re-election. On January 6, 2015, Peter R. Inglefield
filled the casual vacancy created by the resignation of Christian
E. Mouttet who served as a Director of Republic Bank Limited
diligently for 5½ years. In accordance with the Company’s By-laws,
Mr. Inglefield will retire from the Board of Republic Bank Limited
and will be re-elected to the Board. 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 also has 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:-
During the fiscal a review of the composition of the Board Sub-
Committees was conducted resulting in the reappointment of
Directors as members of the various Sub-Committees with effect
from January 2015.
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 meetings were held this fiscal.
The Committee comprises:-
Directors
Attendance
William P. Lucie-Smith - Chairman
4
Dawn Callender
4
Ronald F. deC. Harford
4
Peter R. Inglefield
(New Appt. 6/1/15)
3
Alison Lewis
4
Gregory I. Thomson
4
