1 / 11

DFCC Bank

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

kiril
Download Presentation

DFCC Bank

An Image/Link below is provided (as is) to download presentation Download Policy: Content on the Website is provided to you AS IS for your information and personal use and may not be sold / licensed / shared on other websites without getting consent from its author. Content is provided to you AS IS for your information and personal use only. Download presentation by click this link. While downloading, if for some reason you are not able to download a presentation, the publisher may have deleted the file from their server. During download, if you can't get a presentation, the file might be deleted by the publisher.

E N D

Presentation Transcript

  1. DFCC Bank Good Corporate Governance in Practice

  2. 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

  3. 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]

  4. 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

  5. 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

  6. 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

  7. 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

  8. 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

  9. 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

  10. 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

  11. 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

More Related