The responsibilities of the Board of Directors
The Board of Directors approves and oversees the implementation of the Group’s strategic objectives, risk strategy and internal governance, ensures that the necessary financial and human resources are in place for the Group to meet its objectives and reviews management performance.
The Board is responsible for ensuring that the Group has established an appropriate system of internal controls which provides assurance of effective operations and compliance with rules and regulations. It has the overall responsibility for the Group.
The Board members are elected during the annual General Meeting of the shareholders. Every year all the members resign and offer themselves for re-election. The Board appoints the Chairman, Vice-Chairman and the Senior Independent Director.
The Board holds at least six meetings annually at the invitation of the Chairman.
The detailed responsibilities of the Board are:
- The Bank’s strategic direction, its reassessment, on an annual basis, and the adoption of appropriate policies for ensuring a sound and effective system of internal controls.
- The existence of an appropriate policy for the management of risks through the setting of maximum acceptable risk limits.
- The approval and periodical review of technical criteria concerning the organization and treatment of risks.
- The creation of an appropriate internal control framework within the Bank for ensuring that every member of staff, at all hierarchical levels, understands the nature of every risk associated with the discharge of his/her operational or supervisory duties and the need for managing these risks and appreciates the importance of internal controls and facilitates their implementation.
- The effective oversight of senior management and the setting of formal performance goals, the review of the adequacy and effectiveness of the composition and structure of senior management, as well as the probity and fitness of senior management and the independence and objectivity of the heads of control functions.
- The implementation of an Employee Code of Conduct to be followed by all the staff of the Group on the basis of generally acceptable principles, which include among others due diligence, effectiveness, responsibility, due relationship with members of the public, non-application or acceptance of benefits which are not of a token value and the implementation of professional confidentiality; setting procedures for monitoring and reporting compliance with these standards and corporate values.
- The oversight of the allocation of responsibilities and authority throughout the Group in a way that promotes the effective separation between oversight and management function and ensures the reporting lines in the Group are clear and transparent.
- The provision of all necessary resources to the Bank’s Senior Executive Management and operational units and subsidiaries which will enable them to discharge their functions and meet local governance standards
- The integrity of the accounting and financial reporting systems and the correctness of the published annual and other financial statements of the Bank and its Group, on an individual and consolidated basis, respectively, as well as the correctness of prudential and other information submitted to the competent supervisory authorities.
- The Bank’s compliance with the supervisory, regulatory and legal framework, and the existence of an effective and productive relationship with competent authorities.
- Ensuring that the Heads of the control functions have the authority to carry out their responsibilities and have direct access to the Board.
- The existence of written internal procedures, including the assignment and coordination of responsibilities, liaison persons with the competent supervisory authorities, sources for liquidity needs, which will ensure:
- The management of crisis situations which endanger the normal operation of the Bank; and
- The recovery and uninterruptible continuity of the Bank’s operations.
The Board has appointed a number of Committees as best governance and in compliance with the CBC Governance Directive.