INTRODUCTION

Access Bank (Ghana) Plc recognizes that good corporate governance is fundamental to earning and retaining the confidence and trust of its stakeholders. It provides the structure through which the objectives of the Bank are set and the means of attaining those objectives.

The Access Bank Group governance framework helps the Board to discharge its role of providing oversight and strategic counsel in balance with its responsibility to ensure conformity with regulatory requirements and acceptable risk.

Compliance with all applicable legislation, regulations, standards and codes is an essential characteristic of the Bank’s culture. The Board monitors compliance with these by means of management reports, which include information on any significant interaction with key stakeholders.

Governance Structure

Shareholders meetings are duly convened and held in line with the Bank’s Regulations and existing statutory and regulatory regimes in an open manner, for the purpose of deliberation on issues affecting the Bank’s strategic direction. This occurs through a fair and transparent process and also serves as a medium for fostering interaction between the Board, Management and Shareholders. Attendance at the Annual General Meeting is open to all shareholders or their proxies. The Board ensures that shareholders are provided with the requisite notice of the Meeting.

The Board carries out its oversight function through its standing committees each of which has a charter that clearly defines its purpose, composition, structure, frequency of meetings, duties, tenure and reporting lines to the Board. In line with best practice, the Chairman of the Board does not sit on any of the committees. The Board’s four standing committees are: The Board Audit Committee, the Board Risk Management Committee, the Board Governance and Remuneration Committee and the Board Credit & Finance Committee.

• Board Audit Committee
• Board Risk Management Committee
• Board Credit and Finance Committee
• Board Governance and Remuneration Committee
• Executive Committee
• Management Committees
• Cyber and Information Security Committee
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The Bank has a Succession Planning Policy which was approved by the Board. Succession Planning is aligned to the Bank’s performance management process. The policy identifies eleven (11) key positions including Country Managing Director positions for all Access Bank operating entities in respect of which there will be formal succession planning, the Bank’s policy provides that potential candidates for the other positions shall be identified at the beginning of each financial year by the Human Resources Head, based on performance and competencies.

Access Bank has articulated a “Code of Conduct” which specifies expected behaviour of its staff. The Code requires that each Bank staff shall read the Code of Conduct document and sign a confirmation that they have read and understood the document upon employment. In addition, there is a re-affirmation process that requires each member of staff to confirm understanding of and compliance with the Code of Conduct at least once in each year. The Bank has a Compliance Manual, which provides guidelines for addressing violations/breaches and ensuring enforcement of discipline with respect to staff conduct. The Bank also has a Disciplinary Guide which provides sample offences/violations and prescribes disciplinary measures to be adopted in various cases. The Head of Human Resources is responsible for the design and implementation of the “Code of Conduct” while the Chief Compliance Officer is responsible for monitoring and ensuring compliance.

Access Bank has a Whistle Blowing policy which provides the procedure for reporting suspected breaches of Access Bank’s internal policies, laws and regulations. There is a special e-mail address and telephone hotline dedicated for whistle-blowing. The Bank’s Chief Compliance Officer (CCO) is responsible for monitoring and reporting on Whistle Blowing.

Shareholder’s Meeting
Shareholders meetings are duly convened and held in line with the Bank’s Regulations and existing statutory and regulatory regimes in an open manner, for the purpose of deliberation on issues affecting the Bank’s strategic direction. This occurs through a fair and transparent process and also serves as a medium for fostering interaction between the Board, Management and Shareholders. Attendance at the Annual General Meeting is open to all shareholders or their proxies. The Board ensures that shareholders are provided with the requisite notice of the Meeting.

Standing Committees
The Board carries out its oversight function through its standing committees each of which has a charter that clearly defines its purpose, composition and structure, frequency of meetings, duties, tenure and reporting lines to the Board. In line with best practice, the Chairman of the Board does not sit on any of the committees. The Board’s four standing committees are: The Board Audit Committee, the Board Risk Management Committee, the Board Governance and Remuneration Committee and the Board Credit & Finance Committee.

• Board Audit Committee:  The Committee assists the Board in fulfilling its oversight responsibility relating to the integrity of the Bank’s financial statements and the financial reporting process; the independence and performance of the Bank’s internal and external auditors; and the Bank’s system of internal control and mechanism for receiving complaints regarding the Bank’s accounting and operating procedures. The Bank’s Chief Internal Auditor and Chief Compliance Officer have access to the Committee and make quarterly presentations to the Committee.
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• Board Risk Management Committee: The Committee assists the Board in fulfilling its oversight responsibility relating to establishment of policies, standards and guidelines for risk management, and compliance with legal and regulatory requirements in the Bank. In addition, it oversees the establishment of a formal written policy on the overall risk management system. The Committee also ensures compliance with established policies through periodic reviews of reports provided by management and ensures the appointment of qualified officers to manage the risk function. The Committee evaluates the Bank’s risk policies on a periodic basis to accommodate major changes in internal or external environment.
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• Board Credit and Finance Committee: The Committee considers and approves loan applications above certain limits (as defined by the Board from time to time) which have been approved by the Management Credit Committee. It also acts as a catalyst for credit policy changes. Given the number of credit requests requiring the Committee’s approval and the need for expeditious approval of credits, credits are circulated amongst the members for consideration and approval between Board Committee Meetings.
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• Board Governance and Remuneration Committee: The Committee advises the Board on its oversight responsibilities in relation to compensation, benefits and all other human resource matters affecting the directors and employees of the Bank. Specifically, the committee is responsible for determining and executing the processes for board appointments, recommending appropriate remuneration for directors (both executive and non-executive) and approving remuneration for all other members of staff. The objectives of the Committee include ensuring that the Bank’s human resources are maximized to support the long term success of the institution and to protect the welfare of all employees.
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• Executive Committee: The Executive Committee (EXCO) is made up of the Managing Director as Chairman and all the Executive Directors and management team as members. The Committee meets to deliberate and take policy decisions on the management of the Bank. It is primarily responsible for the implementation of strategies approved by the Board and ensuring the efficient deployment of the Bank’s resources.
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• Management Committees: These are standing committees made up of senior management of the Bank. The Committees are also risk driven and are set up to identify, analyse and make recommendations on risk pertaining to the Bank’s day to day activities. They ensure that the risk limits set by the Board and the regulatory bodies are complied with and also provide inputs to the various Board Committees in addition to ensuring the effective implementation of risk polices. They meet as frequently as risk issues occur and take actions and decisions within the confines of their respective powers.

• The management committees include: Management Credit Committee, Asset and Liabilities Committee, Enterprise Risk Management Committee, Criticized Assets Committee and IT Steering Committee.
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• Cyber and Information Security CommitteeThe Committee is responsible for assisting the Board in fulfilling its oversight responsibility relating to the establishment of policies, standards and guidelines for Cyber and Information Security Risk Management and compliance with legal and regulatory requirements in the Bank, reviewing the Bank’s Information Technology (IT) data governance framework to ensure that IT data risks are adequately mitigated, and reviewing the Bank’s digital business and IT Department’s processes.

Board Risk Management and Payment Systems Committee Charter Version 4
Board Audit Committee Charter (Version 2.1)
Board Governance Remuneration and Nominating Committee Charter (Version 3)
Board of Directors Charter
Board Cyber Security and Information Technology Committee Charter
Board Credit Committee Charter