The Bank has a unitary board of directors comprising a Non-Executive Chairman, 6 Non-Executive Directors and 3 Executive Directors.

The Board has adopted without modification the major principles of modern corporate governance as contained in the Cadbury and King reports, and the Basel Committee on Banking Supervision.

The Board meets at least 3 times a year. Adequate and efficient communication and monitoring systems are in place to ensure that the Directors receive all relevant, accurate information to guide them in making necessary strategic decisions, and providing effective leadership, control and strategic direction over the company’s operations, and in ensuring that the company fully complies with relevant legal, ethical and regulatory requirements.

Board and Management Committees

There is one permanent management committee namely the Asset and Liability Management Committee (“ALCO”) and three permanent board committees, the Audit Committee, Credit Committee and the Appointments and Remuneration Committee. Additionally, there is an informal business promotion committee which comprises branch managers, senior management, 2 non-executive directors and 3 executive directors. This committee meets regularly, usually once a month, and reviews the bank’s market position relative to its peers and sets operational strategy to maintain and grow market share.

Asset and Liability Management Committee (ALCO)

The primary objective of the ALCO is to ensure a proper balance in terms of maturity profile, cost and yield, risk exposure etc. between funds mobilised and funds deployed. The ALCO seeks to manage risks in order to minimise the volatility of net interest income and protect the long term economic value of the bank. The committee also monitors the capital adequacy of the bank.

Key functions of the ALCO include setting pricing guidelines for assets and liabilities, setting limits and managing liquidity risk and interest rate risk and ensuring contingency funding plans are in place to avert funding crises.

The ALCO is composed of 2 executive directors and 3 members of management and meets regularly, usually once a month. The members of the ALCO are:

Mr S. Srinivasan -Deputy Managing Director (Chairman)
Mr K. Chaturvedi - Managing Director
Mr S. Gade - Head of Credit
Mrs G. Kamath - Senior Operations Manager
Mr M. Banda- Finance Manager

Audit Committee

The Audit Committee assists the board in discharging its duties in relation to financial reporting, asset management, risk management, internal control systems, processes and procedures and monitors the quality of both the external and internal audit functions. The bank’s external auditors and internal auditors report to the committee in independent, private meetings to discuss risk exposure areas. Where the committee’s monitoring and review activities reveal causes for concern or scope for improvement, it makes recommendations to the board on required remedial actions.

The Audit Committee comprises 3 Non-Executive Directors, 1 of whom acts as Chairman. The committee meets at least 4 times a year. The members of the Audit Committee are:

Mr M. Msiska - Non-Executive Director (Chairman)
Mr V. K. Shetty - Non-Executive Director
Mr S.G. Malata - Non Executive Director

Credit Committee

The Credit Committee comprises 3 local directors with a good knowledge of the Malawi economy and business environment. Its overall responsibility is to ensure the soundness of the bank’s credit portfolio (including advances, guarantees and other facilities). Specific responsibilities include:

• Ratification of terms and conditions of all credit facilities granted by management under its discretionary powers;

• Approval of all credit facilities above the discretionary limits set for management save for those facilities requiring full board approval in accordance with Reserve Bank of  Malawi directives and;

• Review of non performing facilities and recovery procedures initiated in respect thereof and establishment of appropriate levels of provisioning where required.

The Managing Director, Deputy Managing Director, Head of Credit and Branch Managers attend all Credit Committee meetings in a non-voting capacity.

The Credit Committee meets regularly, usually once a month and comprises the following members:

Mr H. N.  Anadkat - Non-Executive Vice Chairman (Chairman)
Mr N. G. Anadkat - Non-Executive Director
Mr J. M. O’Neill - Executive Director

Appointments and Remuneration Committee

The Appointments and Remuneration Committee nominates persons to be appointed directors (subject to shareholders’ approval) and recommends to the Board, executive and non-executive director and senior management remuneration. The committee also approves overall human resource and remuneration policies and strategies.

The Appointments and Remuneration Committee meets twice a year and comprises the following members:

Mr H. N. Anadkat - Non-Executive Vice Chairman (Chairman)
Mr M. Msiska - Non-Executive Director

Ethical Standards

The Board is fully committed to ensuring the Group’s affairs are conducted with integrity and that the highest ethical standards are maintained. All employees of the Group are required to abide by a code of conduct containing detailed guidelines governing ethics and integrity in the workplace.

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