Consolidate participatory, transparent and accountable governance
Respect the principles of integrity and good governance and adopt appropriate governance mechanisms.
4
Directors of the Board of Directors are independent
4 in 2021
3 in 2020
4 in 2019
+33%
2
shareholders are members of the Executive Management
2 in 2021
3 in 2020
2 in 2019
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0
Board director in conflict of interest position
0 in 2021
0 in 2020
0 in 2019
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We continue to improve our governance in accordance with the strategy defined by the Board of Directors and ensure that legal and regulatory standards are applied.
Dotou Guy TANKPINOU
Legal Director of the Contentious / Secretary of the Board of Directors / Secretary of the Ethics and Good Corporate Governance Committee of the Board of Directors
Ethical values and standards of conduct
The companies of the ORABANK Group intend to carry out 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, addresses all issues of integrity, including cases of abuse of social property and abuse of power in the course of the transactions and activities of society. Directors behave loyally towards society.
They must show courage, transparency, integrity and discernment. At any time, they must be able to justify the honesty necessary for the performance of their mandate. They must be available and actively involved in the execution of the tasks and tasks entrusted to them.
Independence and Conflict of Interest
Directors must ensure that their personal circumstances do not place them in a conflict of interest with society at all times.
Each administrator shall ensure that he or she informs the President of the Council spontaneously of any conflict of interest situation in which he or she may be present. Once a year, and at the beginning of the year, the directors make a declaration of conflicts of interest. Each director shall perform his duties in an objective, impartial, independent, loyal and competent manner in the interests of society and banks, while taking into account the interests of depositors and all other stakeholders. Each administrator must sign and scrupulously adhere to the Directors Charter.
The Board of Directors also endeavors to ensure that its composition includes at least 1/3 independent Directors, as recommended in Circular No. 01-2017/CB/C on the governance of UMOA credit institutions and financial companies.
An Administrator is independent when he has no relationship of any kind with the Corporation, its Group or its Directorate, which could jeopardize the exercise of his freedom of judgment.
The Board of Directors debates annually on the report of the Nominating Committee on the status of independence of each Independent Administrator in relation to the criteria set out in Circular No. 01-2017/CB/C on governance. The Board of Directors considered that four (4) directors are self-employed. The Independent Directors do not have a business relationship with the Corporation. Furthermore, to the knowledge of the Corporation, there are no conflicts of interest between the Independent Directors and the Corporation in 2021.