a Director for appointment to the Board.

Additionally, in recommending the appointment of Non-Executive Directors, the Nominations Committee ensures that these Directors are persons of repute with credible track records, who are drawn from the private and public sectors and represent a diversity of views and experience on the Board. The selection process ensures that Directors are competent to deal with current and emerging business issues. The Board has met fourteen times during the financial year under review.

The CEO functions as the apex executive in charge of the day to day management of the Banks operations and business.

Board Responsibilities and Accountability

The main focus of the Board is to set out the strategic direction of the Bank, provide leadership to achieve such direction and monitor managerial performance to achieve a satisfactory return to its shareholders and ensure financial stability. While the Board is entrusted with the responsibility of providing leadership in terms of NDB Banks overall business strategy, including the approving of the risk policy and risk management procedures, it is the responsibility of the senior management to ensure the implementation of these strategies, which is monitored by the Board. Principle risks are identified by the Board, which ensures that appropriate systems are in place to manage risks prudently. The Board has delegated its authority in operational areas to the senior management, within clearly defined limits. The management works through a number of internal committees as shown in the diagram below.

Role of Chairman and Chief Executive Officer

The roles of Chairman and CEO are separate and their respective responsibilities are stipulated in the NDB Banks internal Code of Corporate Governance. The Chairman is an independent Director who leads the Board in its oversight role. The Chairman facilitates and encourages constructive contribution of the Directors in discussion and decision making on matters considered by the Board and promotes effective communication among the Directors.

ORGANIZATION CHART
Audit Committee Board Committees Board of Directors Integrated Risk Management Committee Remuneration & Human Resources Committee Nominations Committee Strategic Issues Committee Corporate Governance & Legal A airs Committee
Corporate Banking Project & SME Financing Operations, Trade Finance, Treasury Back O ce

CEO

Retail Banking

Treasury

Information Technology

HR

Legal / Admin

Marketing

Finance & Planning

Risk Management

Compliance

Audit

Management Committees
Group Marketing Initiatives and Consumer Promotions Committee

e Leadership Team

Assets and Liability Committee (ALCO)

Credit Committee (5 Executive Committees)

HR Committee

Internal Audit Committee

IT Steering Committee

Credit, Market & Operational Risk Committee

Deposit Mobilisation and New Product Ideas Committee

Group Strategy & Acquisition of Portfolios Committee

NDB Bank - Annual Report 2010

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