Board of directors
The Board meets regularly, monitors the executive management and retains full and effective control over the bank. The chairman of the Board is a non-executive director. The Board has enough non-executive directors for their views to carry significant weight in Board decisions.
To ensure that the direction and control of the bank is firmly in the Board's hands, it has a formal schedule of matters that have to be referred to it for decision. There are agreed procedures for directors to follow in the execution of theirduties. This includes taking independent professional advice, if necessary, at the bank's expense.
All directors have access to the advice and services of the company secretaries, who are responsible to the Board. The company secretaries must ensure that the Board follows procedures and the rules and regulations that apply. If any question arose of the company secretaries being removed from their duties it would be a matter for the Board as a whole.
Directors
Non-executive directors offer independent judgement on strategic issues, use of resources, key appointments and standards of conduct. The majority of our non-executive directors are independent of management. If a potential conflict of interests arises, the non-executive directors concerned are disqualified from the related decision-making processes.
The bank's non-executive directors are appointed for specified terms and their re-appointment is not automatic. They are selected through a formal process. Both this process and the appointment of directors are matters to be considered by the Board as a whole. Their fees reflect the time that they commit to the Group's business. The managing director is an executive director and he acts strictly in terms of laid down limits of authority granted to him.