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 2020, the Board of Directors was made up of nine non-executive directors 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 Annual General Meeting (AGM) for approval 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.
 
At the AGM held in June 2020, Dr. Edwin P. Mhede and Juma Kisaame were appointed to join the Board of Directors. Dr. Mhede was thereafter elected as Board Chairman.

Resignations

Prof Joseph Semboja retired as Board Chairman at the AGM held in June 2020.

Board meetings

The Board meets quarterly, with additional meetings convened as and when necessary. During 2020, 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 (4)
  • Board Audit Risk and Compliance Committee (10)
  • Board Human Resources and Remuneration Committee (4)
  • Baoard Credit Committee (14)

Members of the Board and respective committees as at 31st December 2020 are shown in the table below:

S/No. Name Title
1. Edwin Mhede Chairman
2. Leonard Mususa Member
3. Mathias Magwanya Member
4. George Mandepo Member
5. Hendrik Reisinger Member
6. Christine Glover Member
7. Margaret Ikongo Member
8. Juma Kisaame Member
9. George Mulamula Member

The CEO 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, which is a steering committee for the full Board, shall have an oversight role over the critical key projects of the Company, provide guidance, support and mentor Management during transitional periods as well as be involved in any crisis situation that may arise within the Company.

It is the general intention that all substantive matters in the ordinary course of business are brought before the full Board for action and/or ratification, but the Board recognizes the need for flexibility to act on substantive matters where action may be necessary between Board meetings.  

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 in implementing, monitoring and discharging its duty to oversee the establishment of appropriate Human Resources & Remuneration policies and strategies that provides the Company with the capability to achieve its short and long-term business objectives.

Board Credit Committee

The Committee assists the full Board 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 shareholders 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 Friday, 4thJune 2021 and participate in the affairs of the company. Details about the venue will be communicated at a later stage.