Corporate Governance

Corporate Governance

Corporate Structure

The following diagram illustrates the corporate structure of the Group:

Organisational Structure

APS Bank’s various departments are reflected in the following organisational chart, which also depicts the senior management team:

Corporate Governance Structure

Board Committees

Audit Committee
  • Monitors the financial reporting process, including the audit of the annual accounts and review of any interim reporting.
  • Reviews proposed transactions by the Bank with related parties and oversees the standards / performance of the Internal Audit Unit, whilst approving and monitoring its Audit Plan.
  • Monitors the effectiveness of the internal control environment and accounting framework.
  • Considers the adequacy of contingency plans for processing and production of financial information.
  • Reviews the external auditor’s independence, in particular the provision of additional services to the Bank, and liaises between external auditors, internal audit, the Board and Management.
Nominations & Remuneration Committee
  • Reviews the structure and composition, including skills, knowledge, leadership, experience and diversity, of the Board, also ensuring succession strategies are in place.
  • Maintains nominations policies and pools and generally oversees the adoption of best practices.
  • Recommends the compensation framework of Board and senior executives.
  • Performs oversight on the Bank’s Remuneration Policy, ensuring it is in line with best practices and applicable regulatory requirements and monitors market conditions.
  • Considers and approves senior executive appointments and assesses the performance of CEO.
  • Considers staff succession policies and reviews succession plans periodically.
  • Formulates staff stakeholder policy, including share ownership schemes and determines awards.
  • Reviews remuneration disclosures in the Annual Report and other reporting as may be required.
Risk Committee
  • Recommends the Bank’s risk profile and proposes the risk appetite statement for approval by the Board of Directors.
  • Periodically reviews the Bank’s risk management framework.
  • Reviews strategic decisions, including new products and markets, acquisitions, and disposals, from a risk perspective while it keeps sight of regulatory and market developments and how these can impact on the Bank’s risk appetite.
  • Has a wide mandate for risk oversight, including credit risk, market risk, operational risk, technology / cyber risk, concentration risk, liquidity risk as well as compliance matters.
  • Considers impairment and provisioning recommendations as prepared by Management and recommends them for adoption.
ESG Committee
  • Considers the material environmental, social & governance issues relevant to the Bank’s business activities and promotes initiatives to raise ESG performance.
  • Ensures that the Bank is keeping the UN Sustainable Development goals as an overarching guide, monitors their applicability & considers emerging ESG issues from time to time.
  • Oversees the delivery of environmental sustainability initiatives and commitments, including performance, challenges and opportunities.
  • Oversees the implementation of social sustainability initiatives or commitments, including performance, challenges and opportunities, with a view to their effectiveness in delivering social impact. The committee oversees the reputational impacts of the Bank’s business strategies and practices, monitors policies and initiatives to ensure appropriate safeguards are in place for dealing fairly and ethically with third party stakeholders. The ESG Committee is also responsible for reviewing the ESG disclosures in the annual report and other reporting disclosures, oversees the Bank’s image and general public ‘look and feel’, as well as advising and recommending improvements.
Technology & Innovation Committee
  • Oversees management with regard to IT-related risks, security and business continuity plans.
  • Intervenes with the Board to secure sponsorships and support for the main IT strategic decisions & projects.
  • Provides strategic leadership through a steady flow of innovative ideas that will serve as a catalyst for innovation at the Bank as well as monitoring IT project implementation.
Conduct Committee
  • Acts as first point of reference on Board governance policies and procedures, codes of conduct and conflicts of interest.
  • Oversees the Bank’s conduct framework and policies ensuring that it acts honestly, professionally and in the clients’ best interest at all times.
  • Reviews and endorses the Bank’s internal delegations, ‘tone of voice’, governance policies/procedures to ensure compliance with legislative & regulatory requirements and alignment with best practices.
  • Oversees the Bank’s agenda promoting and supporting the fair, strong, efficient and transparent provision of products and services, keeping consumer (customers’) protection primary.
  • Oversees the structure and performance of the Bank’s committees, besides steering the process of directors’ evaluation, both individually and collectively as a Board.
  • Performs oversight on matters of ethics, brand, values, reputation and culture.
Board Credit Committee (BCC)
  • Reviews credit applications and approves credit limits for customers and transactions, within the parameters set by the Board in terms of the credit policy procedures.
  • Receives and reviews updates/ amendments to approved facilities and approves, or delegates approval, for deviations as the case may be.
  • Considers and advises the Risk Committee on credit limits and / or any matter for approval (e.g. country, geographic, segment limits) when this is required according to the Bank’s Credit Policy.

Management Committees

Assets-Liabilities (ALCO)
  • Generally responsible for the asset liability management (‘ALM’) strategy, policy, surveying of market developments, including the Bank’s Base Rate and funding strategy.
  • Monitors interest rate, liquidity and currency risks and determines treasury strategy accordingly.
  • Focuses on liquidity management and contingency planning, determines the liquidity strategy.
  • Optimises capital allocation in terms of ALM strategy and regulatory requirements.
  • Instigates the development of new treasury (funding and lending) products and approves and monitors the Bank’s Funds Transfer Pricing (FTP) framework and its components, monitors implementation and reviews results.
  • Regularly appraises Bank performance in terms of ALM strategy.
Executive Committee
  • Acts as consultative body and advisor to the CEO on matters such as strategy, operations and business.
  • Reviews and debates relevant items before consideration by the Board / Board Committees and escalates key issues.
  • Focuses on the four Ps, namely Performance, Products, Projects and People, and these four broad areas describe adequately the coverage of this Committee.
  • Approves capital commitments and transactions within its delegated authority and recommends for Board approval the annual capital and revenue budgets, monitors KPIs, KRIs and financial performance on an ongoing basis.
  • Has first line of oversight of the control frameworks, receiving and considering reports of operational reports, including serious service / product complaints and / or incidents.
Management Credit Committee (MCC)
  • Receives and reviews credit applications and approves credit limits for customers and transactions, within the parameters set by the Board in terms of the credit policy and procedures.
  • Refers and recommends to the BCC limit applications where these exceed its MCC limits. The Committee receives and reviews updates / amendments to approved facilities and approves, or delegates approval, for deviations as the case may be, and considers and advises the BCC on credit limits and / or any matter for approval that is within its BCC competence.
Compliance Committee
  • Ensures that prescribed regulations, rules, policies, guidelines and procedures are being followed and also anticipated in advance.
  • Acts as a decision point for business acceptance, on-boarding and dismissal of customers, in line with the Bank’s on-boarding and exit policies.
  • It ensures that the Bank’s Compliance function takes a holistic as well as balanced view of compliance risk.
  • The Compliance Committee reports to the Risk Committee.
Management Committee (MANCO)
  • Reports into the EXCO, with which it also works very closely.
  • Meetings of the Management Committee are characterised by their regular frequency, tour-de-table style and informality, which serves to instil a high degree of communication and collaboration between the members.
  • The Management Committee brings together the senior levels of management, essentially Chief Officers and Heads, in a weekly forum where all members share updates about their respective areas of responsibility, work plans as well as matters or items of significant interest.
Memorandum and Articles of Association

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