REPUBLIC BANK GROUP 2014 ANNUAL REPORT - page 46

REPUBLIC BANK LIMITED
44
The Managing Director has explicit authorities and
responsibilities that are documented and approved by the
Board of Directors and reviewed as and when necessary.
The international environment and legislative and regulatory
demands are becoming increasingly complex and challenging
causing us to constantly review our systems and make use of
technology to ensure that compliance is robust and negative
impact on our legitimate customers minimal.
The Board of Directors considers that the quality, skills and
experience of Directors enhance the Board’s effectiveness,
and the collective Board is required to have a core set of skills
and experience identified to effectively provide the Bank
with appropriate leadership and guidance given the risks and
opportunities facing the Republic Bank Group.
The Bank is mindful that the Board must reflect the
business, social, economic and cultural environment of the
Bank’s customers. It is also critical that the Directors must have
sufficient time available to devote to the performance of their
Board duties.
In 2013 for the first time, the Board had Independent
Consultants perform an evaluation to assess the Board’s
strengths and areas for improvement and to provide
recommendations for improving its effectiveness. The exercise
was detailed and involved a review of documentation, an
on-line questionnaire and analysis of the Board Agendas and
papers as well as personal interviews. The findings revealed
that the Board is hard working and well-functioning and the
areas identified for enhancement are being examined by the
Board for possible improvements.
During the fiscal year, on-going Director education focused
on anti-money laundering – all Directors completed the on-line
training program that the Bank utilises and attended a program
conducted by the Florida International Bankers Association. The
Board also participated in the Directors Education Accreditation
Program of the Institute of Chartered Secretaries of Canada. The
Board is committed to continuing to source similar sessions and
in identifying other areas of training that will enhance Directors
knowledge and improve their effectiveness.
At the Annual Meeting, one-third of the Directors retire and
may offer themselves for re-election. At the upcoming Annual
Meeting, Nigel Baptiste, Dawn Callender and Terrence Farrell
retire from the Board by rotation and being eligible, have offered
themselves for re-election. On July 1, 2014, Alison Lewis filled
the casual vacancy created by the retirement of Stephen Pollard
who served as a Director of Republic Bank Limited diligently for
five and half years. On August 1, 2014, Gregory Thomson filled
the vacancy created by the retirement of W.H. Pierpont Scott
who served the Republic Group with distinction and dedication
Board - 11 Meetings
Special Board - 6 Meetings
Director
Attendance
Eligible to Attend
Shazan Ali
15
17
Nigel M. Baptiste
14
17
Dawn Callender
12
17
David Dulal-Whiteway
16
17
Terrence Farrell
15
17
Ronald F. deC. Harford
16
17
Derwin M. Howell
17
17
William P. Lucie-Smith
11
14
Russell Martineau
12
14
Christian E. Mouttet
12
14
Chandrabhan Sharma
15
17
Kristine Thompson
17
17
Alison Lewis (New Appt. 1/7/14)
2
3
Gregory Thomson (New Appt. 1/8/14)
2
2
* Stephen Pollard
13
14
* William Harold Pierpont Scott
10
15
* Retired Directors
CorporateGovernance
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