Nihal Fonseka, DFCC Bank
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Transcript Nihal Fonseka, DFCC Bank
Good Corporate Governance
in Practice
Outline
What is Corporate Governance?
Regulatory Requirements for Banks in Sri Lanka
DFCC Practices - Key Elements
Code of ethics
Enterprise Governance
Board Composition
Board Responsibilities
Investor relations
Role of Company Secretary
Disclosure
What is Corporate Governance?
Many definitions
“The framework of rules and practices by which a board
of directors ensures accountability, fairness, and
transparency in a company’s relationship with its all
stakeholders (financiers, customers, management,
employees, government, and the community)”.[Source:
Business Dictionary.com]
Regulatory Requirements for
Banks in Sri Lanka
Mandatory and prescriptive direction issued by Central Bank of Sri Lanka.
Key elements:
Board composition
Qualifications for directors
Demarcation of the roles of Chairman and CEO
Prescribed duties and qualifications for Board
Identification of Related Parties and prescribed procedures for
Related Party transactions
Mandatory disclosures in the Annual Report
Code of Ethics
Based on OECD principles of good governance
Corporate Values
Whistle blowing policy
Customer Charter
Social Responsibility
Closed period-dealing in Co shares, directors/employees
Enterprise Governance
Strategy formulation
Review of performance
Alignment of performance targets to KPI’s
Risk Management
Legal & Regulatory framework
Delegation – extent & review
Division of responsibility
Transparency
Board Composition
Directors - Executive/Non executive
Non executive Chairman
Independence of Directors
Separation of Chairman and Chief Executive Officer
Board Committees
Board Nomination policy
Self Assessment
Board Responsibility
Act with good faith with due diligence and care
Treat all stakeholders fairly
Review of corporate strategy
Role of chairman – leadership & stimulates discussion
Attendance at Board meetings
Policy on independent professional advice
Oversight of related party transactions
Avoidance of conflicts of interest
Identification of matters reserved for Board
Investor Relations
Communication Policy
Timely reporting of financial performance
Dissemination of price sensitive information
Timely notification of shareholder meetings/agenda
Free transferability of shares
Equal rights
Maintenance of help desk
Role of Company Secretary
Statutory & regulatory functions
Secretariat services to Board/shareholders
Access to Directors
Guidance on directors responsibilities
Minutes of meetings
Directors’ interest register
Disclosures
Financial and operating results
Corporate objectives
Major share ownership
Remuneration of Board & Key management
Related party transactions
Risk framework
Internal Control framework
Auditors report – external & internal