Corporate Governance

We believe in adopting the best practices in Corporate Governance. The Board, Management and NMB employees are committed to upholding the core values of transparency, integrity, honesty and accountability, which are fundamental to the attainment of good governance and excellent performance in any organisation. Good corporate governance principles are accepted as the drivers of improved corporate performance throughout the world. Responsibility for overseeing the proper implementation of good corporate governance rests with the directors.

The Board of Directors

Functions

The Board is responsible and accountable for providing effective corporate governance, direction and control of the company. The directors have a duty to exercise leadership, enterprise, integrity and judgment based on transparency, fairness, accountability and responsibility. The Board is responsible for appointing Management, adopting a corporate strategy, policies, procedures and monitoring operational performance including identifying risks impacting the company. It is also responsible for managing good relationships with all stakeholders.

Composition

In 2016 the Board of Directors was made up of eight non-executive directors and one executive director with a mix of skills, experience and diversity.

Appointment

The appointment of directors is regulated by the Memorandum and Articles of Association of the Company, as well as the guidelines issued by the Bank of Tanzania (BOT) and the Capital Markets and Securities Authority, pursuant to the Banking and Financial Institutions Act 2006 and the Capital Markets and Securities Act 1994, respectively. Shareholders with more than a 10% stake in the share capital of NMB are entitled to nominate one director for every 10% of the shares held by them. The names are presented to the AGM for ratification and appointments are submitted to BOT for approval.

All non-executive directors are subject to retirement by rotation and re-election by shareholders periodically in accordance with the articles of association. Rotation is staggered to ensure continuity of experience and knowledge. The number of terms an individual may serve is not limited. The Companies Act 2002 requires that directors retire at the age of 70 years, however there is a provision in the law for re-election.

Resignations

At the AGM held in June 2016, Directors Mike Laiser and Jos van Lange tendered their resignations to the Board after completing their terms. They were both re-appointed as directors for a three year term.

Board meetings

The Board meets quarterly, with additional meetings convened as and when necessary. During 2016, the Board and its committees met to discuss and decide on the business activities. The Board Committees act on behalf of the Board to direct the bank effectively and accelerate the decision-making process. The four Board committees are: the Board Executive Committee (BEC), the Board Audit, Risk and Compliance Committee (BARCC), the Board Human Resources and Remuneration Committee (BHRRC) and the Board Credit Committee (BCC).

The number of meetings held over the course of the year is given in brackets:

  • Board of Directors (9)
  • Board Executive Committee (2)
  • Board Audit Risk and Compliance Committee (10)
  • Board Human Resources and Remuneration Committee (5)
  • Baoard Credit Committee (13)

Members of the Board and respective committees as at 31st December 2016 are shown in the table below:

S/No. Name Main Board BEC1 BARCC2 BCC3 BHRRC4
1. Joseph Semboja Chairman Chairman      
2. Leonard Mususa Member   Member Member  
3. Albert Jonkergouw Member Member   Member Member
4. Jos van Lange Member   Chairman    
5. Mike Laiser Member Member Member   Chairman
6. Protase Tehingisa Member     Member Member
7. Margaret Ikongo Member  

 

  Member
8. William Mlaki Member   Member Chairman  
9. Ineke Bussemaker (MD)          
  1. BEC (Board Executive Committee)
  2. BARCC (Board Audit, Risk and Compliance Committee)
  3. BCC (Board Credit Committee)
  4. BHR&RC (Board Human Resources and Remuneration Committee)

The MD attends all meetings.

Directors Evaluation

The Board itself regularly undergoes self-assessment and evaluation under the guidance of an independent party in order to improve the internal Governance of the Board and its Committees.

Relationship with Auditors

The Board Audit, Risk and Compliance Committee and the full Board held meetings with the external auditors to discuss these auditors’ terms of engagement, duties and various other issues during the year under review.

Board Committees

Board Executive Committee

The Committee assists the Board in fulfilling its oversight responsibilities in accordance with the Articles of Association of the Company. The Committee exercises the powers of the Board in managing the business and affairs of the Company during the intervals between Board meetings, when action by the Board is necessary or desirable but convening a special Board meeting is not warranted or practical.

Board Audit, Risk and Compliance Committee

The Committee assists the Board in fulfilling its oversight responsibility relating to the integrity of the bank’s financial statements and financial reporting process, systems of accounting and financial controls; the annual external audit of  financial statements, reporting and internal controls; performance of the Internal Audit, Risk and Compliance Functions; compliance with legal and regulatory requirements;   adequacy of the risk management function;  the oversight responsibility on planning and conduct of audits to determine that the bank’s financial statements and disclosures are complete and accurate and are in accordance with International Financial Reporting Standards and applicable laws, rules and regulations.

Board Human Resources & Remuneration Committee

The primary function of the Committee is to assist the Board of Directors in fulfilling its oversight responsibility to shareholders by ensuring that the bank has coherent remuneration policies and practices that fairly and responsibly reward executives and staff having regard to performance, the law and the highest standards of governance.

Board Credit Committee

The Committee assists the full Board and provides oversight in the management of credit risk by reviewing continuously the credit portfolio, credit standards and Credit Policy.

Company Secretary

The company secretary is Mrs. Lilian Komwihangiro and she provides support and guidance to the Board in matters relating to governance and ethical practices. She is also responsible for induction programs of new directors, keeping board members abreast of relevant changes in legislation and governance principles.

Communication with shareholders

The company recognizes that effective communication with stakeholders is essential to good governance. Following the publication of its financial results, it engages with investors to present the results and answer questions accordingly. Shareholders are encouraged to attend the annual general meeting to be held on Saturday, 3rd June 2017 at Julius Nyerere Convention Centre, Dar es Salaam and participate in the affairs of the company.