Page 28 - Ecobank Gambia Annual Report 2020

Financial Statements & Annual Report

Corporate Governance

Board approval Induction and training of directors
The Bank has adopted and documented internal The bank conducts a comprehensive orientation
guidelines setting forth matters that require Board programme to familiarise new directors with business
approval. The types of material transactions that require and governance policies. The orientation programme
Board approval under such guidelines are listed below: gives directors an understanding of the Bank ’s
¦ Strategies and objectives of the Bank; businesses to enable them to assimilate into their new
¦ Annual budgets; roles. The programme also allows the new director to get
¦ Announcement of full year results and release of acquainted with senior management, thereby facilitating
board interaction and independent access to senior
annual reports; Issuance of shares and shareholder management.
related matters; Directors’ independence review
¦ Declaration of interim dividends and proposal of final Director who has no relationship with the Bank, its
dividends; related corporations, officers or its shareholders with
¦ Convening of shareholders’ meetings; shareholdings of 10% or more in the voting shares of
¦ Commitments to terms loans and lines of credits the Company that could interfere, or be reasonably
from banks and financial institutions; and perceived to interfere, with the exercise of the director’s
¦ Interested parties transactions . independent business judgement in the best interests of
Apart from the matters that specifically require the Board’s the Bank , is considered to be independent.
approval, the Board approves transactions exceeding The Board is tasked to determine on an annual basis and
certain threshold limits, while delegating authority for as and when the circumstances require whether or not a
transactions below those limits to management so as to director is independent, bearing in mind the Guidelines
optimize operational efficiency. set forth in the Code of Corporate Governance and any
other salient factor which would render a director to be
deemed not independent. For the purpose of determining
directors’ independence, every director has provided
declaration of their independence which is deliberated
upon by the Board.

The Board considers that the following directors are regarded as non-independent directors of the Company:

Name of directors Reasons for non-independence
MMr Carl Selasi Asem As CEO of the Bank, Mr. carl Salasi Asem is employed by the Group.
Mr Henry Ampong Mr. Ampong serves as the head for the Corporate and Investment banking (CIB)
for Ecobank Ghana as well as the Anglophone West Africa (AWA) region.
Ecobank Transnational Incorporated (ETI) hold majority shares in both Ecobank
Gambia and Ecobank Ghana.
Ms Joana Mensah Ms. Mensah serves as the Country Risk Manager (CRM) for Ecobank Ghana as
well as the Anglophone West Africa (AWA) region.
Ecobank Transnational Incorporated (ETI) hold majority shares in both Ecobank
Gambia and Ecobank Ghana.Except for the above-mentioned Directors, all the
other directors on the Board are considered by the NC and the Board to be
independent directors.

26 Ecobank Gambia Annual Report 2020 www.ecobank.com