Current Document: Decision 0781, adopted at the 58 th meeting of the Board of Directors

Transcription

1 Title f the PRR Authrity Effective Date Cdificatin Histry Crprate Gvernance Framewrk Bard f Directrs 28 th July 2007 COR-33 Current Dcument: Decisin 0781, adpted at the 58 th meeting f the Bard f Directrs Previus versin: Part I apprved at the 12 th meeting f the Bard f Directrs agenda item 08. Part II apprved at the 13 th meeting f the Bard f Directrs agenda item 09. Dcument revised:(regarding new Vice President psitins) BD (23 rd meeting agenda items 15.2), effective 14 Jul 2001 Relates Plicies and Infrmatin Access Level Cntact Persn n.a. Office f the Secretary General ext. 481 Crprate Gvernance Framewrk A. FOUNDATIONS FOR EFFECTIVE CORPORATE GOVERNANCE The Crprate Gvernance prvides a framewrk fr decisin making frm amng available chices under cnditins f risk and uncertainty, and fr evaluatin f the cnsequences f these decisins. In practical terms, effective crprate gvernance guidelines have a direct impact n the Bank s ability t btain favrable credit ratings (affecting cst f funds), prevent high emplyee turnver (affecting human resurces csts), and presenting a gd public image f the Bank (affecting public and crprate gd will twards the Bank). The Basel Cmmittee n Banking Supervisin issued in February 2006 the dcument Enhancing Crprate Gvernance fr Banking Organizatins, whereby adapts fr banking institutins the OECD Principles f Crprate Gvernance, which were adpted in The OECD principles define crprate gvernance as invlving a set f relatinships between a cmpany s management, its bard, its sharehlders, and ther stakehlders. Crprate gvernance als prvides the structure thrugh which the bjectives f the cmpany are set, and the means f attaining thse bjectives and mnitring perfrmance are determined. Gd crprate gvernance shuld prvide prper incentives fr the bard and management t pursue bjectives that are in the interests f the cmpany and its sharehlders and shuld facilitate effective mnitring. COR-33: Crprate Gvernance Framewrk page 1 f 16

2 The Basel Cmmittee dcument states that Frm a banking industry perspective, crprate gvernance invlves the manner in which the business and affairs f banks are gverned by their bards f directrs and senir management, which affects hw they: Set crprate bjectives; Operate the bank s business n a day-t-day basis; Meet the bligatin f accuntability t their sharehlders and take int accunt the interests f ther recgnised stakehlders; Align crprate activities and behaviur with the expectatin that banks will perate in a safe and sund manner, and in cmpliance with applicable laws and regulatins. In principle, the Basel Cmmittee n Banking Supervisin sets eight main principles f Gd Crprate Gvernance, which cver bth areas f what is knwn in the Bank t frm crprate gvernance, that is Part I (which refers t the rles, functins, authrities, bligatins and accuntability f Gvernrs and Directrs, which are cllectively referred t as supervisry authrity) and Part II (which refers t the Management, as executive bdy, and staff, plicies, rules, regulatins, guidelines, cntrl mechanism, systems and prcedures): Principle 1 Bard members shuld be qualified fr their psitins, have a clear understanding f their rle in crprate gvernance and be able t exercise sund judgment abut the affairs f the bank. Principle 2 The bard f directrs shuld apprve and versee the bank s strategic bjectives and crprate values that are cmmunicated thrughut the banking rganisatin. Principle 3 The bard f directrs shuld set and enfrce clear lines f respnsibility and accuntability thrughut the rganisatin. Principle 4 The bard shuld ensure that there is apprpriate versight by senir management cnsistent with bard plicy. Principle 5 The bard and senir management shuld effectively utilise the wrk cnducted by the internal audit functin, external auditrs, and internal cntrl functins. COR-33: Crprate Gvernance Framewrk page 2 f 16

3 Principle 6 The bard shuld ensure that cmpensatin plicies and practices are cnsistent with the bank s crprate culture, lng-term bjectives and strategy, and cntrl envirnment. Principle 7 The bank shuld be gverned in a transparent manner. Principle 8 The bard and senir management shuld understand the bank s peratinal structure, including where the bank perates in jurisdictins, r thrugh structures, that impede transparency (i.e. knw-yur-structure ). The abve mentined basic Principles cnstitute the fundatin f sund Crprate Gvernance that rests upn clear rles f the Bard f Directrs and Senir Management in the cntext f a well defined, cmmunicated and understd cntrl culture. In the wrds f the Basel Cmmittee guiding dcument Enhancing Crprate Gvernance fr Banking Organizatins : As the functins f the Bard f Directrs and Senir Management with regard t setting plicies, implementing plicies and mnitring cmpliance are key elements in the cntrl functins f a bank, effective versight f the business and affairs f a bank by its bard and senir management cntributes t the maintenance f an efficient and cst-effective supervisry system. Cnsequently, the cmpsitin, rle, functin and respnsibilities f the Bard f Directrs and f Senir Management shall be t the extent pssible (given the Bank s Crprate Gvernance Structure as established in the Agreement Establishing BSTDB) in cnfrmity with the principles utlined in the Framewrk fr Internal Cntrl Systems in Banking Organizatins, issued by the Basel Cmmittee in September COR-33: Crprate Gvernance Framewrk page 3 f 16

4 B. BSTDB GOVERNANCE STRUCTURE The gvernance structure f the Bank is depicted in the fllwing diagram: Bard f Gvernrs Appinted by Member States Gvernments Bard f Directrs Appinted by Members Discharge impartially their duties in the interest f the Bank Audit Cmmittee Appinted by the BD President: Chairman f the BD and Chief Executive Officer Appinted by the BG and reprting t the BD Cnducts under the directin f the BD the current business f the Bank Internal Audit Bank staff Reprt t the BD thrugh Chairman and Audit Cmmittee Cmpliance and Evaluatin Bank staff Reprt t the BD thrugh its Chairman Vice President(s) and Secretary General Appinted by the BD n the recmmendatin f the President Act under delegated authrity frm the BD Reprt t the President Management Cmmittee President: Chairman f Management Cmmittee Vice-Presidents and Secretary General: Members ALCO Nminated by the President Cmpsitin apprved by BD Reprts t Management Cmmittee Credit Cmmittee Nminated by the President Cmpsitin apprved by BD Reprts t Management Cmmittee Recruitment Cmmittee Appinted by the President Advisry rle t the President Reprts t Management Cmmittee COR-33: Crprate Gvernance Framewrk page 4 f 16

5 C. AUTHORITY AND RESPONSIBILITY The Bank's gverning cnstitutin is the Agreement Establishing BSTDB, which prvides that the Bank will have a Bard f Gvernrs, a Bard f Directrs, a President, Vice Presidents (President and Vice-Presidents, including the Secretary General, frm the Senir Management) and staff. 1 All the pwers f the Bank are vested in the Bard f Gvernrs. 2 Except fr the pwers and functins specifically reserved t it by the Agreement Establishing the Bank, the Bard f Gvernrs has delegated the exercise f its pwers t the Bard f Directrs while retaining verall authrity. The Bard f Gvernrs has verall supervisry authrity ver the entire activity f the Bank. The Gvernrs represent in the Bank the Member States as sharehlders interested in mandate fulfilment and maximizatin f sharehlder value. 1. Rle and Functins f the Bard f Directrs Subject t the Bard f Gvernrs' verall authrity, the Bard f Directrs is respnsible fr the directin f the Bank's general peratins. Under Article 26 the Bard f Directrs shall be respnsible fr the directin f the general peratins f the Bank and fr this purpse shall, in additin t the pwers assigned t it expressly by this Agreement, exercise all the pwers delegated t it by the Bard f Gvernrs, and in particular take decisins cncerning the business f the Bank and its peratins in cnfrmity with the general directins f the Bard f Gvernrs. Directrs shall discharge their duties nly in the interest f the Bank, free frm undue staff, Senir Management r plitical influence, prfessinally, independently and impartially, in cnfrmity with the letter and the spirit f Article 31 f the Agreement Establishing BSTDB. Furthermre, in rder t strengthen the prhibitin f plitical activity and t underline the independent and impartial character f the decisin making prcess that shall take int cnsideratin nly the best interest f the Bank accrding t its purpse, the Agreement Establishing the BSTDB mentins in Article 31 paragraph 3 that: Each Member f the Bank shall respect the internatinal and nn-plitical character f this duty and shall refrain frm all attempts t influence any f them in the discharge f their duties. The Bard f Directrs is ultimately respnsible fr the peratin and financial sundness f the Bank. The Bard f Directrs is nn- resident. Its activity is gverned by tw dcuments: (i) Bard f Directrs Rules and Prcedures ; and (ii) the By-Laws f BSTDB, bth apprved by the Bard f Gvernrs. 1 Agreement Establishing the Bank (Article 21). 2 Agreement Establishing the Bank (Article 23). COR-33: Crprate Gvernance Framewrk page 5 f 16

6 The Bard f Directrs has the fllwing brad authrity and related respnsibilities Apprve and peridically review strategies and plicies f the Bank; Set acceptable limits fr risks undertaken by the Bank and ensure the Senir Management takes the necessary steps t identify, measure, mnitr and cntrl thse risks; Ensure the effectiveness f the internal cntrls system; Apprve the Organizatinal Structure; Ensure adequate functinal/departmental/divisinal segregatin f duties (e.g. transactin riginatin, assessment f adequacy f dcumentatin, mnitring after riginatin, apprval f disbursement and actual disbursement, etc) and avidance f cnflict f interest; Avid participatin in day-t-day management f the Bank, in rder t prvide effective and bjective versight f the Senir Management; Bard Members are expected t maintain apprpriate level f expertise and prmte Bank safety and sundness; Prvide incentives fr lng-term financial sustainability; Avid excessive fcus n shrt-term prfitability and vlumetric targets when is nt given adequate cnsideratin t risk factrs and mandate fulfilment; Apprve budgets; Evaluate perfrmance f Senir Management; Prvide gvernance, guidance and versight t senir Management; The Bard f Directrs shall apprve all financing prpsals (including debt, equity, guarantees, r any cmbinatin theref). The Audit Cmmittee The members f the Audit Cmmittee, ne f whm is acting as Chairpersn, are appinted fr a 1 year term by the Bard f Directrs. The President may nt be member f the Audit Cmmittee. Cmpsitin, authrities, respnsibilities and functins are described in the Audit Cmmittee: Prcedures and Terms f Reference apprved by the Bard f Directrs. Adequate safeguards shall be put in place t maintain the independence and nnexecutive character f the psitin f Audit Cmmittee members, with a view t increase the effectiveness f the versight rle f the Bard f Directrs. The Audit Cmmittee Chairman s rle shall include versight f Senir Management and specialized Bank Cmmittees functins and wuld reprt regularly its findings and recmmendatins t the Bard f Directrs, after cnsultatins with ther members f the Audit Cmmittee. COR-33: Crprate Gvernance Framewrk page 6 f 16

7 2. Rle and Functins f Senir Management As regards the rle f Management and internal relatins within the banking rganizatin, issues which are subject t what is knwn in the Bank as Crprate Gvernance Part II, the Basel Cmmittee guidelines state that: Senir management is respnsible fr delegating duties t the staff and establishing a management structure that prmtes accuntability, while remaining cgnisant f senir management s bligatin t versee the exercise f such delegated respnsibility and its ultimate respnsibility t the bard fr the perfrmance f the bank, and: Senir management cnsists f a cre grup f individuals, including, fr example, the chief financial fficer and divisin heads, wh are respnsible fr verseeing the day-t-day management f the bank. These individuals shuld have the necessary skills t manage the business under their supervisin as well as have apprpriate cntrl ver the key individuals in these areas, and further: Senir managers cntribute a majr element f a bank s sund crprate gvernance by verseeing line managers in specific business areas and activities cnsistent with plicies and prcedures set by the bank s bard f directrs. One f the key rles f senir management is the establishment, under the guidance f the bard f directrs, f an effective system f internal cntrls. Even in very small banks, fr example, key management decisins shuld be made by mre than ne persn ( fur eyes principle ). Frm the abve, it becmes evident that the crprate gvernance in the Bank is cllectively reflected by the way in which: (i) the Bank is structured; (ii) its business activities are planned and cnducted; and (iii) the rle, functins, authrities and respnsibilities which are assigned t the executive bdy and staff are defined. 3. Legal Basis fr the Delegatin f Authrity A key internal challenge is managing the delegatin f authrity frm the Bank s sharehlders dwn t the level f day-t-day decisin making, The starting pint fr internal allcatin f authrities is the Agreement Establishing the Bank. Accrding t Article 29 and 30 the Management f the Bank cnsists f the President (Article 29), and the Vice President(s) (Article 30). By the decisin f the Inaugural Meeting f the Bard f Gvernrs, the Secretary General s psitin was equalized t that f a Vice President. Article 29, para 4: The President as the chief executive f the Bank, shall be its legal representative and shall cnduct, under the directin f the Bard f Directrs, the current business f the Bank. The President shall, subject t the prvisins f Article 30 f this Agreement, be respnsible fr the rganizatin, appintment, and dismissal f fficers and staff in accrdance with rules and regulatins adpted by the Bard f Directrs. Article 30: One r mre Vice President(s) shall be appinted by the Bard f Directrs n the Recmmendatins f the President. They shall hld ffice fr COR-33: Crprate Gvernance Framewrk page 7 f 16

8 such term, exercise such authrity and perfrm such functins in the administratin f the Bank, as may frm time t time be determined by the Bard f Directrs. In the absence r incapacity f the President, ne f the Vice Presidents nminated by the President shall exercise the authrity and perfrm the functins f the President These articles stipulate that the Vice Presidents, in additin t the President are entitled t executive authrity delegated directly by the Bard f Directrs. It is standard industry and crprate practice that the Vice Presidents/Secretary General executive level in turn delegates authrity t the level f line managers accrding t the latter s areas f expertise prvided that the cntrl is being ascertained. This delegatin is based n the fllwing prvisins: Article 31, paragraph 1 f the Agreement Establishing the Bank mentins the rle f ther fficers and staff f the Bank in the decisin-making prcess and thus in exercising certain level f authrity as might be deemed necessary: The Bank, its President, Vice President(s), Directrs, fficers, and staff shall, in their decisins, take int accunt nly cnsideratins relevant t the Bank's purpse, functins, and peratin as set ut in this Agreement. Article 31, paragraph 2 states that this delegatin f authrity and the decisin making prcess shall nly be in the interest f the Bank: The Bank, its President, Vice President(s), Directrs, fficers and staff shall, in their decisins, take int accunt nly cnsideratins relevant t the Bank s purpse, functins and peratin as set ut in the Agreement. In additin, fr the purpses f allcating authrities t run the current business f the Bank, the Bard f Directrs can als create cmmittees and ther subsidiary bdies. Article 24, paragraph 5: The Bard f Gvernrs, and the Bard f Directrs, t the extent authrized, may establish such subsidiary bdies as may be necessary r apprpriate t cnduct the business f the Bank. 4. Framewrk fr the Allcatin f Authrities At the peratinal level, the authrity f cnducting the current business f the Bank must be delegated significantly in rder t achieve this gal effectively. Given time pressures, increasing specializatin within the Bank s Divisins, and the sheer vlume f decisins t be taken in day-t-day management, n ne persn can assume verall authrity, as well as underlying direct and persnal respnsibility fr all activities pertaining t the mandate and bjectives f the Bank, including thse related t the prtectin, utilizatin and grwth f the sharehlder s equity. Within this framewrk f defining the verall pattern f hierarchical delegatin f authrities, specific limits fr the different types f cmmitment f the Bank s funds must be set in the varius plicies, rule and regulatin dcuments f the Bank and apprved by the Bard f Directrs. COR-33: Crprate Gvernance Framewrk page 8 f 16

9 The President The President is the Chief Executive Officer and Chairman f the Bard f Directrs. As stated in Article 29 f the Agreement Establishing the Bank, the President shall cnduct, under the directin f Bard f Directrs, the current business f the Bank. He is appinted by and accuntable t the Bard f Gvernrs, and reprts t the Bard f Directrs. The President s functins can be defined mre specifically as fllws: Ensuring cmpliance with the Agreement Establishing the Bank and plicies apprved by the Bard f Gvernrs and the Bard f Directrs Chairing the Bard f Directrs and recmmending plicies and peratinal and financial prpsals, created in accrdance with the Bank s internal institutinal rder Cnducting, as the Chief Executive, the current business f the Bank under the directin f the Bard f Directrs Being respnsible fr the rganizatin, appintment and dismissal f fficers and staff, under the prvisins f Articles 29 and 30 f the Agreement Establishing the Bank and the decisin f the Inaugural Meeting f the Bard f Gvernrs, related t the Secretary General Directing the creatin, prmtin and review f the Bank s verall institutinal develpment Prmting the Bank s image within the internatinal financial cmmunity Exercising the authrities related t the Bank s activities Overseeing the functinal divisins f the Bank (currently Banking, Finance, Operatins and Administratin Divisins), fllwing the hierarchical line f cmmand as delineated in the Organizatinal Chart f the Bank and the delegated authrity t Vice-Presidents and Secretary General, wh act as supervising Heads f Divisin Issuing administrative rders regarding the internal functining f the Bank Apprving within the given budget limits jint prpsals f Divisins fr transfers f funds in the framewrk f a specific budget line Exercising administrative authrity ver the departments reprting directly t the President s ffice, including the allcatin f the divisinal budget amng them The Vice Presidents and the Secretary General The next level f executive authrity related t the cnducting f the current business f the Bank rests with the Heads f Divisin, wh are the Vice Presidents and the Secretary General. COR-33: Crprate Gvernance Framewrk page 9 f 16

10 They are appinted by and thus are accuntable t the Bard f Directrs and reprt t the President. The Vice Presidents/Secretary General are authrized t make peratinal decisins fllwing their functinal respnsibilities as determined by the Bard f Directrs. Mre specifically the Vice Presidents and the Secretary General, subject t prvisins f plicies and prcedures apprved by the Bard f Directrs are authrized t take decisins n all matters, pertaining t their dmains f respnsibilities, unless these matters are explicitly reserved fr the Bard f Gvernrs, Bard f Directrs, the President r pertain t the Terms f Reference f a Cmmittee. The Vice Presidents and the Secretary General have executive and versight authrity ver the activities f (day-t-day running f) their divisins, including the allcatin f the divisinal budget amng their departments. They shall als have the authrity t delegate certain pwers t their Head f Departments/Functin, fllwing departmental prcedures, manuals and jb descriptins. Cnditinal n the abve, Administrative Order 99/03 issued June 18, 1999 with subsequent mdificatins, Signature f Written Dcuments Designatin f Officers lays dwn the list f matters fr exercising such authrities by the Vice Presidents and the Secretary General with respect t their functinal dmains. 5. The Cmmittees Imprtant rle in the authrity allcatin blueprint f the Bank belngs t the Cmmittees. Cmmittees are hierarchically hrizntal bdies f the Bank, mandated by the Bard f Directrs with specific decisin-making authrities. The rights f the members f the Cmmittees are defined in each Cmmittee s Terms f Reference. The Bard f Gvernrs n the recmmendatin f the Bard f Directrs has created the fllwing cmmittees with decisin-making authrity: 5.1. The Management Cmmittee It is cmprised f the President as Chairman, the Vice Presidents and the Secretary General. It is the main cmmittee f the Bank and has the mandate t cnsider and decide n all issues pertaining t key aspects f the Bank s strategy, structure, peratin, risk management and perfrmance. All ther Cmmittees established in the Bank have a subsidiary rle and reprt t the Management Cmmittee. With respect t the peratins f the Bank, the Management Cmmittee has the authrity t: COR-33: Crprate Gvernance Framewrk page 10 f 16

11 Cnsider fr apprval, n the recmmendatin f the Credit Cmmittee, trade, crprate, prject finance and related financing applicatins and rllvers Establish specific parameters (plicies, limits, targets, guidelines), t be endrsed by the Bard f Directrs, within which tactical and peratinal financing decisin making must take place Apprve changes t the manuals that prescribe hw peratins are t be analysed, apprved, administered and mnitred Apprve remedial management strategies, restructuring and rescheduling fr prblem peratins Establish ad-hc and/r permanent Wrking Grups fr dealing with specific issues f interest Apprve rules, regulatins, methdlgies and prcedures necessary fr the implementatin f strategies, plicies and guidelines apprved by the Bard f Directrs and/r Bard f Gvernrs Functins, authrity and respnsibility f the Management Cmmittee are detailed in the Management Cmmittee Rules and Prcedures dcument The Credit Cmmittee Its cmpsitin is recmmended by the President and apprved by the BD. The BD shall review the cmpsitin and the effectiveness f the Credit Cmmittee at intervals nt lnger than fur years. The Credit Cmmittee respnsibility is t guide the Operatin Teams thrugh the apprval prcess frm Cncept Clearance t Final Review, in cnfrmity with the Bank s Operatins Cycle Plicy and its attendant Operatins Manual. It cnsiders all matters related t the financing peratins f the Bank and expresses pinins with respect t the apprpriateness f the due diligence and appraisal prcess. The Credit Cmmittee rejects financing prpsals that d nt meet mandate/strategy criteria, are nt ecnmically/financially viable and sustainable, and/r are nt in cnfrmity with existing Bank regulatry framewrk. Submits fr apprval by the Management Cmmittee financing prpsals that have reached Final Review phase, in case such prpsals have nt been apprved by cnsensus in the Credit Cmmittee. Cmpsitin, functins, authrity and respnsibility f the Credit Cmmittee are utlined in Financial Plicies Chapter 4 and detailed in the Credit Cmmittee Cmpsitin, Terms f Reference and Prcedures dcument The Assets and Liabilities Cmmittee (ALCO) Its cmpsitin is recmmended by the President and apprved by the BD. It is the key institutinal unit in the Bank s financial management prcess. ALCO is respnsible fr setting strategic directin in asset and liability risk management and establishes specific numerical limits, targets, and guidelines COR-33: Crprate Gvernance Framewrk page 11 f 16

12 within which tactical and peratinal ALM decisin-making must take place. The Cmmittee is respnsible fr decisins n issues cncerning the relatinship between the Bank s assets and liabilities - capital adequacy, liquidity, freign exchange risk, interest rate sensitivity and ff-balance sheet risks. Functins, authrity and respnsibility f the ALCO are detailed in the ALCO Cmpsitin, Terms f Reference and Prcedures dcument The Recruitment Cmmittee The cmpsitin f the Recruitment Cmmittee is decided by the President, but nrmally cnsists f representatives f all Divisins and is crdinated by the Directr, Human Resurce Department, wh act as Chairman f the Recruitment Cmmittee. The Recruitment Cmmittee acts in an advisry rle. It prvides supprt t the Management Cmmittee with recmmendatins n issues cncerning recruitment (e.g. number f staff, skills, psitin title, etc.) in cnfrmity with the Bard f Gvernrs apprved Medium-term Strategy. Per its apprved structure, the Head f the relevant Department(s) will be included as a member t assist recruitment fr vacant psitins. Decisins are taken n the basis f a structured and independent evaluatin f the applicants by all Cmmittee members. The majrity vte is the decisinmaking mechanism in the Recruitment Cmmittee with a decisive vte f the Chairman in the case f split decisins. The best suited candidates fr advertised psitins are recmmended fr emplyment. The final decisin cncerning recruitment pertains t the President, after cnsideratin by the Management Cmmittee, in cnfrmity with the prvisins f Article 29, paragraphs 4 and 5 f the Agreement Establishing BSTDB. Functins, authrity and respnsibility f the Recruitment Cmmittee are detailed in the Recruitment Cmmittee Cmpsitin, Terms f Reference and Prcedures dcument. 6. Transparency and Accuntability Transparency and accuntability are integral elements f the Bank's crprate gvernance framewrk. The crprate gvernance structure is further supprted by a system f reprting, with infrmatin apprpriately tailred fr and disseminated t each level f respnsibility within the Bank t enable the system f checks and balances n the Bank's activities t functin effectively. In additin, detailed infrmatin shall be available t permit Senir Management t mnitr the implementatin f strategies, business plans and the executin f budgets. This infrmatin aims at enhancing accuntability thrughut the rganisatin. COR-33: Crprate Gvernance Framewrk page 12 f 16

13 7. Disclsure f Infrmatin The Bank's crprate gvernance structure is supprted by apprpriate financial and management reprting. The Bank shall present financial statements in its Annual Reprt, prepared in accrdance with the Internatinal Financial Reprting Standards. The Bank shall have in place a cmprehensive Management Infrmatin System f reprting t the Bard f Directrs, in particular infrmatin referring t: Operatins and investment pipeline; and Financial results The Senir Management f the Bank, fllwing the abve-explained lines f respnsibilities and allcatin f authrities, is respnsible fr disclsing t the sharehlders thrugh the Bard f Gvernrs all relevant infrmatin, pertaining t its peratins. Senir Management shall als regularly disclse t the Bard f Directrs relevant infrmatin, which shall be adequate in cntent and in frmat t enable the Bard t accmplish its functins. The Audit Cmmittee will play an imprtant rle in the versight f this prcess. In its reprting the Bank aims at prviding apprpriate infrmatin n risk and perfrmance f its activities. Industry best practice will guide the evlving disclsure practice. There shall als exhibit penness and transparency in its dealing with ther interested stakehlders and the general public. Disclsure f this infrmatin will ccur in accrdance with the Bank s Plicy n Disclsure f Infrmatin. 8. Cmplaints Receipt and Retentin Mechanism The Bank shall establish and maintain prcedures fr: (i) the receipt, retentin and treatment f cmplaints received by the Bank frm any surce, either internally r externally, in cnnectin with any peratins, accunting, r internal cntrl matters; and (ii) the submissin by emplyees f the Bank, n a cnfidential and annymus basis, f cmmunicatins that invlve any emplyee cncerns regarding questinable peratinal, accunting r internal cntrl matters. D. EXECUTION Crprate Gvernance rules and practices are determined by the structure and legal framewrk under which the Bank perates, the apprpriateness f its cde f cnduct and the crprate culture. Therefre, the Bank shall strive t adpt rules and practices which are in cmpliance with the principles f effective crprate gvernance. The apprved set f strategies, plicies, guidelines, rules, regulatins, methdlgies and prcedures gverning essentially all main Bank activities (e.g. rganizatin, financial management, investment plicies, appraisal and due diligence, risk management, evaluatin, prcurement f gds and services, envirnment, recruitment, staff relatins, grievances and appeals, etc), frm the cre bdy f internal legislatin ensuring crprate gvernance in line with best practices. COR-33: Crprate Gvernance Framewrk page 13 f 16

14 Efficient and effective Crprate Gvernance is essential fr safe and sund functining f the Bank, and therefre its implementatin thrugh the set f plicies, strategies, guidelines, rules, regulatins, prcedures, prcesses, systems and cntrls shall, inter alia, draw upn and rely n the sund practice papers issued by the Basel Cmmittee in recent years, which describe the rles f the Bard f Directrs and Senir Management in managing risk and underscring the need fr the banks t set strategies fr their peratins and establish accuntability fr executing these strategies. These sund practice papers have highlighted strategies and techniques fr managing risk and include a number f cmmn elements that are basic t sund crprate gvernance. ( Enhancing Crprate Gvernance fr Banking Organizatins ) Sund crprate gvernance at peratinal level cnsists f a number f elements utlined in the fllwing table: Management Independent Auditing Main Cntrl Functins: (cmpliance, risk, evaluatin) Transparency and External Auditrs Prgram f activities Accuntability Reprting rules CEO reprt Financial statements Budgets Decisin matrix Operating Prcedures Financial Management Organizatinal Structure Psitin descriptins Engagement letter Audit prgram Final reprt Auditr independence Auditr rtatin Nn-audit assignments Relatinships with: BG BD Management Cntrl culture Cmmunicatin Autnmy Assignments Reprting Assessment Relatinships with: Other cntrl functins Internal Audit Bard f Directrs Evaluatin f CEO and tp Management managers Internal cntrls Relatinships with: Bard f Gvernrs Bard f Directrs Independent external and internal auditrs Internal Audit Department Evaluatin: Internal cntrl systems Cntrl functins Risk management Gvernance prcess In additin, the Bank shall make all effrts t cmply with the Basel II Framewrk: Basel II: Internatinal Cnvergence f Capital Measurement and Capital Standards: A Revised Framewrk - Cmprehensive Versin, which wuld allw the Bank: (i) t identify the underlying risks it may face bth in the shrt and lng run, and (ii) t imprve its ability t manage thse risks. COR-33: Crprate Gvernance Framewrk page 14 f 16

15 E. INTERNAL AND EXTERNAL AUDIT; CONTROL FUNCTIONS Cmpliance with the institutinal framewrk f authrity allcatin shall be evaluated by the Internal Audit Department f the Bank and mnitred by the Head f the Cmpliance functin. The External Auditrs and the Audit Cmmittee are expected t prvide guidance fr imprvement f the crprate gvernance internal allcatin f authrities. Peridic reprts t the BD by the Management and the Audit Cmmittee n varius issues f interest fr the Directrs cmplement the framewrk, ensuring thus transparency and accuntability. 1. Internal and External Auditrs Internal Audit Department: the Bank's Internal Audit Department is an independent, bjective, assurance, and cnsulting activity that examines and evaluates the activities f the Bank as a service t Senir Management and the Bard f Directrs. The Internal Audit Department reprts functinally t the President as Chairman f the Bard f Directrs, and directly t the Audit Cmmittee. It has the respnsibility, inter alia, f satisfying itself that the internal audit prcess is adequate and efficient thrugh reviewing the plicy, the scpe, the wrk prgramme and the reprting relating t the Internal Audit Department. The primary bjective f the Internal Audit activity is t help Senir Management and the Bard f Directrs f BSTDB discharge their respnsibilities and accmplish the bjectives f the Bank by bringing a systematic, disciplined apprach t evaluate and imprve effectiveness f risk management, cntrl, and gvernance prcesses. The Internal Audit Department carries ut its wrk accrding t the Standards fr the Prfessinal Practice f Internal Auditing issued by the Institute f Internal Auditrs and the Infrmatin Systems Audit and Cntrl Assciatin (ISACA). Its authrity and respnsibility is defined in the Bank s Internal Audit Charter, which is apprved by the Audit Cmmittee. Additinally, Internal Audit carries ut any specific audit requests r investigatins upn the request f Senir Management and the Bard f Directrs and als acts as crdinatr with the external auditrs f the Bank. External Auditrs: the Bard f Gvernrs appints the External Auditrs n the recmmendatin f the Bard f Directrs, fr a ne-year term, and they are reappinted by the Bard f Directrs as per Article 35 f the Agreement Establishing BSTDB. At the cnclusin f their annual audit, the External Auditrs prvide a signed auditr's pinin n the truth and fairness f the Bank's Financial Statements and separate signed auditr's pinins fr each f the Bank's special peratins. Additinally, they prepare a Cnstructive Cmments Letter and/r a Management Letter, setting ut the Auditrs views and Management s respnses n the effectiveness and efficiency f cntrls. This Letter(s) is reviewed in detail and discussed with the Audit Cmmittee. The perfrmance f the External Auditrs is subject t regular review by the Audit Cmmittee. COR-33: Crprate Gvernance Framewrk page 15 f 16

16 2. Cntrl Functins: Cmpliance, Evaluatin, Risk Management The Bard f Directrs thrugh the Audit Cmmittee shuld assess regularly the extent t which the Bank is managing its risks effectively. The cntrl functins assist Senir Management in managing effectively the risks faced by the Bank. The scpe and breath f the activities f cntrl functins are subject t independent, peridic review by the Internal Audit Department. The respnsibilities f the Cmpliance functin shall be carried ut under a prgram f planned activities that cver: (i) review f plicies and prcedures; (ii) cmpliance risk assessment; and (iii) educating staff n cmpliance matters. In certain instances as the need fr investigatin may arise, the cmpliance functin shall have the right t cnduct investigatin f all pssible breaches. The respnsibilities f the Evaluatin functin shall be carried ut under the authrity given by the Pst-Evaluatin Plicy. Risk Management shall discharge its respnsibilities in an autnmus manner, accrding t best practices and industry standards. COR-33: Crprate Gvernance Framewrk page 16 f 16