Consolidating participatory, transparent and accountable governance
Respect the principles of integrity and good governance and adopt appropriate governance mechanisms.
Independent Directors on the Board of Directors
4
Shareholders who are members of the Executive Directorate
2
Directors in a conflict of interest position
0
We continue to improve our governance in line with the strategy defined by the Board of Directors and ensure the application of legal and regulatory standards.
Directors' ethics
The companies of the Orabank Group intend to conduct their activities in accordance with the highest ethical standards.
The Board of Directors is the guarantor of respect for the ethical values and standards of conduct of directors. It ensures that there is no conflict of interest and addresses all integrity issues, including cases of abuse of social property and abuse of power in the course of the company’s transactions and activities.
The Directors shall behave fairly towards the company. They must be courageous, transparent, honest, and discerning. They must at all times be able to prove that they are of good repute for the performance of their duties. They must be available and actively involved in carrying out the tasks and duties entrusted to them.
Independance
Directors must, always, ensure that their personal situation does not place them in a conflict of interest with the company. Each director shall ensure that the President of the Board is informed spontaneously of any conflict of interest situation in which he or she may find himself or herself. Once a year, and at the beginning of the year, directors make a declaration of conflicts of interest.
Each director shall perform his or her duties objectively, impartially, independently, fairly, and competently in the interests of the
company and the banks, while considering the interests of depositors and all other stakeholders. Each director must sign and strictly abide by the Charter of Directors.
The Executive Board is also committed to having at least 1/3 of its members as Independent Directors, as recommended in Circular No. 01-2017/CB/C on the Governance of WAMU Credit Institutions and Financial Companies. A Director is independent when he or she has no relationship of any kind with the Company, its Group, or its Management that could compromise the exercise of his or her freedom of judgment.
Each year, the Board of Directors discusses the report of the Nominations Committee on the independence of each Independent Director with regard to the criteria laid down in Circular No. 01-2017/CB/C on governance.
In 2022, the Board considered four directors as independant. They don’t have a business relationship with the Companny. Furthermore, to the Company’s knowledge, there were no conflicts of interest between the Independent Directors and the Company in 2022.