The Board Code of Conduct

A code of conduct outlines the behavior expected from committee members.

It is useful when a new committee is elected to agree to a code of conduct to underpin how committee members should behave towards one another both during and outside of meetings.  It is good to have a framework in place because it helps to safeguard relationships in times of difficulty and it underlines an individual’s commitment to the work of the organization.  

Use discussions regarding the Code of Conduct’s content to reiterate what is expected from committee members. Ensure you agree to procedures for dealing with a breach of the Code and establish who will enforce these. Ask all committee members to sign the agreed Code.

The Board of Governors expects ethical and business like conduct of its own members and of itself as a whole. This also includes members of Board committees. Board and committee members are accountable for exercising the powers and discharging their duties honestly, in good faith and in the best interests of the organization. Enforcement of the code of conduct is the responsibility of the chair of the Board.

The following code of conduct shall be observed by the Board of Governors and its committees.

Any complaint should be sent to the Governance & Executive Support Manager. Board and committee members shall:

• be knowledgeable about the COMPANY’s mission and goals as well as current operations and issues

• actively support and promote the COMPANY’s mission • attend meetings well prepared and participate fully in all matters

• accept and support the Board decisions and committee recommendations and respect confidentiality

• not become involved in specific management, personnel or curricular issues

• guard against conflict of interest, whether business-related or personal and declare any such potential conflict

• take care to separate the interests of the COMPANY from the needs of a particular constituency, because the Board and its committees are not representative bodies. Each member speaks and acts at meetings of the Board and its committees in the interests of the whole organization

• take the responsibility to support the COMPANY and its director general and to demonstrate that support within the community

• not deal with an issue individually, as authority is vested in the Board as a whole. A member who learns of an issue has the obligation to bring it to the director general or to the chair of the Board

• have fiduciary responsibility to the COMPANY for sound financial management.

Certain clauses that can be in the Code of Conduct include:

1. General Statement of Expectation
   • Each Board Member is expected to adhere to a high standard of ethical conduct and to act in accordance with THE COMPANY’s Mission, Core Values, and Commitments.
   • Loyalty. Board Members should not be or appear to be, subject to influences, interests, or relationships that conflict with the interests of THE COMPANY organization or its ability to operate for the benefit of the Internet community as a whole.
   • Care. Board Members shall apply themselves with seriousness and diligence to participating in the affairs of the Board and its committees and shall act prudently in exercising oversight of THE COMPANY organization, and shall be attentive to legal ramifications of his or her and the Board’s actions.
   • Inquiry. Board Members shall take such steps as are necessary to be sufficiently informed to make decisions on behalf of THE COMPANY and to participate in an informed manner in the Board’s activities. Board Members are expected to attend all meetings of the Board, except if unusual circumstances make attendance impractical.
   • Prudent Investment. Board Members shall avoid speculation with THE COMPANY’s assets by giving primary consideration to the probable income and probable safety of THE COMPANY’s capital assets and the relation between THE COMPANY’s assets and its present and future needs.
   • Compliance with Laws, Rules, and Regulations. Board Members shall comply with all laws, rules, and regulations applicable to THE COMPANY.
   • Observance of Ethical Standards. Board Members must adhere to the highest of ethical standards in the conduct of their duties. These include honesty, fairness, and integrity.
2. The integrity of Records and Public Reporting

Board Members should promote the accurate and reliable preparation and maintenance of THE COMPANY’s financial and other records. Diligence in accurately preparing and maintaining THE COMPANY’s records allows THE COMPANY to fulfill its reporting obligations and to provide stakeholders, governmental authorities and the general public with full, fair, accurate, timely, understandable, open and transparent disclosure.

• Conflicts of Interest

Board Members must act in accordance with the Conflicts of Interest Policy adopted by the THE COMPANY Board, and as amended from time to time.

• Corporate Opportunities

Board Members are prohibited from: (a) taking for themselves personally opportunities related to THE COMPANY’s business; (b) using THE COMPANY’s property, information, or position for personal gain; or (c) competing with THE COMPANY for business opportunities. Board Members shall exercise prudent judgment to avoid the appearance of improper influence when offered opportunities, gifts or entertainment.

• Confidentiality

Board Members should maintain the confidentiality of information entrusted to them by THE COMPANY as confidential and any other confidential information about THE COMPANY, its operations, customers or suppliers, which comes to them, from whatever source, except when disclosure is authorized or legally mandated. For purposes of this Code, “confidential information” includes all non-public information relating to THE COMPANY, its business, customers or suppliers.

Process surrounding maintenance of confidential information can be found in the Board Governance Committee Code of Conduct Guidelines developed and amended from time to time, as the Board deems appropriate.

• Board Interaction with Internet Community and Media:
  • The Board recognizes that members of the Internet community, THE COMPANY constituency groups and the public at large have significant interests in THE COMPANY’s actions and governance and therefore the Board seeks to ensure appropriate communication, subject to concerns about confidentiality.
  • The Board notes that the President speaks for THE COMPANY, consistent with applicable policy.
  • If comments from the Board to the Internet Community and/or Media on behalf of THE COMPANY are appropriate, they should be reviewed and discussed by the Board in advance, and, in most circumstances, come from the Chair of the Board.
• Enforcement

Board Members will discuss with the Chair of the Board Governance Committee any questions or issues that may arise concerning compliance with this Code. Breaches of this Code, whether intentional or unintentional, shall be reviewed by the Board Governance Committee or any sub-committee established by the Board Governance Committee (excluding any Board Members whose breaches are under review), which, if necessary, shall make recommendations to the full Board for corrective action. Serious breaches of this Code may be cause for dismissal of the Board Member committing the infraction in accordance with THE COMPANY’s Bylaws and applicable law.

• Affirmation

All Board Members shall read this Code at least annually, and shall certify in writing that they have done so and that they understand the Code.

1. Review

This Code will be reviewed periodically by the Board Governance Committee, which shall make recommendations to the full Board regarding changes to or rescinding of the Code, as deemed appropriate.

Code of Ethical Conduct

Article 1: Honest and Ethical Conduct

The Directors will maintain the highest standards of honest and ethical conduct, including:

a) encouraging and rewarding professional integrity in all aspects of the Company and the subsidiaries, including in its business enterprise and its dealings with customers, Shareholders, governmental organisations, Stakeholders and others;

b) providing a mechanism to facilitate reporting of fraudulent behaviour or other deviations from the Company’s policies and procedures to Senior Management without fear of reprisal or alienation for making such a report;

c) maintaining the confidentiality of certain information obtained during the course of employment with the Company. This includes ensuring that confidential information regarding customers, employees, suppliers, and security operations is communicated to other Company representatives on a “need to know” basis only and is used solely for the Company’s purposes and not as a basis for making a profit or furthering a private interest;

d) not engaging in any conduct or transaction that conflicts with the interests of the Company or that may result in the Company engaging in any improper or illegal activity, including but not limited to money laundering, fraud, bribery, corruption or financing of terrorism. Specifically, a Director will not enter into any contract with the Company with respect to which that Director or any of his associates has any connection, association or financial interest;

e) refraining from engaging in activities outside working hours, including other employment, that interfere with job performance or compromise the reputation of the Company as a trusted financial institution;

f) refraining from engaging in any activity, practice, conduct or business related to betting and gambling;

g) abiding by the Prudential Guidelines, prohibiting solicitation or receipt of anything of value with intent to be influenced or rewarded in connection with any transaction or business of the Company; and

h) engaging in transactions which are prudent and in line with the Company’s risk/tolerance policy.

The Directors will not engage in any improper or illegal activity and will observe the Company’s zero tolerance policy on money laundering, fraud, bribery and corruption.

Article 2: Financial Records and Periodic Reports

The Directors will establish, manage, and maintain the Company’s transaction and reporting systems and procedures to ensure:

a) business transactions are properly authorised and recorded in accordance with generally accepted accounting principles and the Company’s established financial policy;

b) business and financial records are retained or properly disposed of in accordance with the Company’s financial policies and applicable local laws and regulations; and

c) full, fair, accurate, timely, and understandable disclosure of information in the Company’s annual reports and other financial reports made available to Stakeholders and the general public.

Article 3: Compliance with Applicable Laws, Rules, and Regulations

The Directors will establish and maintain mechanisms to:

a) educate Shareholders regarding any statutes, regulation, or administrative procedure that affect the operations of the Company;

b) monitor the Company’s compliance with all applicable statutes, regulations, and administrative rules; and

c) identify, report, and promptly correct any deviation from applicable statutes, regulations, and administrative rules.

Article 4: Conflict of Interest

No Director shall engage directly or indirectly in any business activity that competes or conflicts with the Company’s interest. A Director shall avoid all possible Conflicts of Interest.

A Conflict of Interest is any interest, relationship or activity that is incompatible with the best interest of the Company or that could potentially adversely affect a Director’s objectivity in performing services for the Company, and may arise when any Director takes actions or has interests that may make it difficult to perform his or her work objectively and effectively or undermines his impartiality.

A Director must avoid any investment, interest or association that interferes, might interfere, or might appear to interfere with his/her independent exercise of judgment in the Company’s best interest. When a potential Conflict of Interest exists, it is important that each Director acts with honesty, transparency and integrity, avoiding even the appearance that their actions were not in the best interest of the Company and its Shareholders. These activities include, but are not necessarily limited to, the following:

4.1 Outside Financial Interest

Where the Relevant Person has a financial interest in a customer, Shareholder, creditor or debtor, such an interest must be disclosed immediately to the Company Secretary and Chairperson or the Company Secretary and the head of the Board Governance, Nominations and Compensation Committee. Thereafter, the Relevant Person shall not be directly involved in the Company’s dealings with the customer so long as the interest continues to exist.

The above restriction does not apply in cases where employees of the Company have holdings of public quoted Securities unless the Senior Management views the interests to be material, and that the financial interest is considered likely to impair the objectivity of the member of staff concerned. The holding of five per cent or more of the voting shares of a public listed company would be regarded as material.

4.2 Other Business Interests

It is considered a Conflict of Interest if an Executive Director, Chief Executive Officer or Senior Management conducts business other than the Company’s business during office hours. Where the acquisition of any business interest or participation in any business activity outside the Company and office hours demands excessive time and attention from the member of staff, thereby depriving the Company of that employee’s best efforts on the job, a Conflict of Interest is deemed to exist.

Directors and Senior Management may be permitted to enter certain business transactions with the Company subject to the following criteria:

a) the transaction is in the interests of the Company and/has a commercial benefit to the Company;

b) the transaction is undertaken at arms’ length; and

c) the proposed transaction has been presented to the Board with sufficient details and the Board has approved it without reservation.

Article 5: Misuse of Position

A Director or Senior Manager must not:

a) use the Company’s name or facilities for personal advantage in political, investment or retail purchasing transactions, or in similar types of activities. Directors and their relatives must also not use their connection with the Company to borrow from or become indebted to customers or prospective customers;

b) solicit or otherwise accept inducements either directly or indirectly whether in cash or in kind in order to provide any favours to a customer in the provision of loans, acceptance of deposits or any other conduct of the business of the Company to which they are entrusted either jointly or individually; or

c) use the Company’s facilities and influence for speculating in commodities, gold, silver, foreign exchange or Securities, whether acting personally or on behalf of friends, relatives or any associate.

Any such misuse of position may give grounds for summary dismissal and/or prosecution. Directors shall not engage in “back-scratching” exercises with employees and directors of other institutions or give them any non-public information in return for similar facilities, designed to circumvent these ethical regulations. The abuse of position to obtain preferential treatment such as purchasing goods, shares and other Securities is prohibited.

Article 6: Misuse of Information

Directors shall not deal in the Securities of any company listed or pending listing on any stock exchange at any time when in possession of information, obtained by virtue of employment or connection with the Company, which is not generally available to shareholders or potential investors of that company and the public, and which, if it were so available, would be likely to bring a material change in the market price of the shares or other Securities of the company concerned. This is known as “Insider Trading” or “Market Abuse” and is a criminal offence.

A Director who possesses insider information is also prohibited from communicating such information to any other person or influencing any other person to deal in the Securities concerned, including other Shareholders or staff who do not require such information in discharging their duty.

Article 7: Integrity of Records and Transactions

Accounting records and reports must be complete and accurate. Directors shall never make entries or allow entries to be made for any account, record or document of the Company that are false and would obscure the true nature of the transaction, or would mislead on the true authorisation limits or approval authority of such transactions.

All records and computer files or programmes of the Company, including personnel files, financial statements and customer information must be accessed and used with integrity and for legitimate purposes as originally intended.

Article 8: Confidentiality

Confidentiality of relations and dealings between the Company and its customers is paramount in maintaining the Company’s reputation. This includes ensuring that confidential information regarding customers, employees, suppliers, and security operations is communicated to other Company representatives on a “need to know” basis only. Directors must take precaution to protect the confidentiality of customer information and transactions. No Director shall during, or upon and after termination of employment with the Company (except in the proper course of his duty and/or with the Company’s written consent) divulge or make use of any secrets, copyright material, or any correspondence, accounts of the Company or its customers. No Director shall in any way use information so obtained for financial gain or in furtherance of a private interest.

Business and financial information about any customer may be used or made available to third parties only with prior written consent of the customer or in accordance with the arrangements for the proper interchange of information between institutions about credit risks, or when disclosure is required by law.

Article 9: Fair and Equitable Treatment

All business dealings on behalf of the Company with its current and potential customers, with other Stakeholders or staff and with those who may have cause to rely upon the Company, shall be conducted fairly and equitably. Directors must not be influenced by friendship or association, either in meeting a customer’s requirement, or in recommending that they be met. Such decisions must be made on a strictly arms-length business basis.

All preferential transactions with Insiders or related interests shall be avoided. If transacted, such dealings shall be in full compliance with the law, judged on a normal business criteria basis and fully documented and duly authorised by the Board or any other independent party.

Article 10: Insider Loans

Directors shall not use their positions to further their personal interests. The Company will not grant or permit to be outstanding any advances, loans or credit facilities, grant financial guarantees or incur any financial liabilities to, or in favour of any Non-Executive Director..

The Company will not grant or permit to be outstanding any advances, loans or credit facilities which are unsecured or advances, loans or credit facilities which are not fully secured to any of its significant Shareholders or their associates.

The Company will not grant or permit to be outstanding any advances, loans or credit facility to any Director unless it is:

a) approved by the full Board upon being satisfied that it is viable; or

b) made in the normal course of business and on terms similar to those offered to ordinary customers of the institution. The Company shall notify the CBK of every such approval within 7 days of the granting of the approval.

This limitation shall not apply to any:

a) public company or institution, government body or parastatal in which any Director of the Company sits on the board of directors or other governing body;

b) private company where a Director holds not more than 25% direct or indirect shareholding;

c) not for profit institution or a majority owned subsidiary of a not- for- profit institution in which a Director sits in an honorary or other capacity,

provided that any transaction of the type described in this clause shall be notified to the Board at the earliest opportunity after its approval if that approval is not made in the first instance by the full Board.

Article 11: Accountability for Adherence to this Code

The Board of Directors assumes full responsibility and accountability for strict adherence to this Code. Any suspected deviations from, or violations of this Code, must be promptly reported to either the Chairperson or the Chief Executive Officer. No retaliation or discrimination will result from any good faith report made in connection with this Code. A thorough investigation of all reports will be conducted in a timely and confidential manner as possible.

Article 12: Penalties

When an officer of the Company is assessed and found to be unfit and not proper to work for the Company (including for reasons of failing to observe the Code and the Corporate Governance Principles as a whole), the Company shall dispense with the services of such an officer forthwith and thereafter inform the CBK.

Any officer of the Company who fails to observe the Code, the Corporate Governance Principles, the provisions of the relevant statutes, or any other relevant regulations, shall be liable jointly and severally to indemnify the Company against any loss or losses arising therefrom.

In the case of violation of rules and guidelines on an advance, loan or a facility to a person other than a Director of the Company or a person participating in the general management of the Company, or any breach of Section 11 of the Banking Act, an officer shall not be so liable, provided he or she shows that, through no act or omission on his or her part, he or she was not aware that the contravention was taking place, or he or she took all reasonable steps to prevent it from taking place.

Any Director of the Company who defaults in the repayment of any advance or loan made to him by the Company for 3 consecutive months shall forthwith be disqualified from holding office as such.