THE BOARD OF DIRECTORS
Board meeting attendance
Orabank is committed to reforming the group’s governance to ensure the creation of more synergies, better performance management, regulatory compliance and the achievement of sustainable development commitments.
Corporate governance is at the heart of corporate responsibility and overall performance. The Orabank Group’s governance system ensures a distribution of powers and ensures the ef fi ciency of the shareholders’ role in order to ensure the independence of the Board of Directors. Boxed by laws and industry standards for greater transparency, our Board of Directors, through the principles and systems of governance it has put in place, maintains the interests of stakeholders. The Board of Directors determines the strategic orientations of the Group’s business and ensures that they are implemented by General Management. This general mission is expressed in these terms by the governance charter of our banking group.
Oragroup is administered by a Board of Directors composed of 9 directors, including 5 seats occupied by EFH, 1 seat allocated to BIO and PROPARCO; 1 seat allocated to the BOAD and 1 independent seat. All subsidiary banks of Oragroup have a Board of Directors. The Boards have a balanced composition of independent directors and executive directors, and meet several times each year. The term of office of the directors is one year. They are re-eligible. The regulatory provisions relating to regulated agreements are strictly adhered to.
Observers to the Board of Directors of Oragroup:
• Benoit LAGENTE, PROPARCO representative
• Amissa KEIL, DEG Representative, (Deutsche Investitions- und Entwicklungsgesellschaft mbH)
• Laetitia COUNYE, BIO Representative, (Belgian Investment Company for Developing Countries SA / NV)9
Functioning of the Board of Directors
The Board of Directors meets at least 4 times a year, at the invitation of the Chairman, Mr. Vincent Le Guennou appointed since 2009. The term of office of the members of the Board is 3 years, renewable one or more times. To date and in accordance with the current governance of the Company, two other natural persons appointed by the shareholders DEG and BIO also participate in the meetings of the Board of Directors as observers (non-voting). The Board of Directors is governed by Internal Regulations. Within the limits of the corporate purpose, it deals with all matters affecting the smooth running of the company and, through its deliberations, regulates the affairs that concern it, subject to the powers expressly granted by law to General Meetings and the Chief Executive Officer. Without prejudice to the legislation and regulations in force, the group has set up specialised committees responsible for helping the company’s Board of Directors with the specific issues dealt with in the shareholders’ agreement about the company.
Directors’ ethical values
Directors must act with complete integrity in relation to the company. They must demonstrate courage, transparency, probity and good judgement. They must, at all times, behave in a manner commensurate with their role. They must make themselves available and play an active role in performing the tasks and duties entrusted to them. An Ethics and Good Governance Committee has been set up, which tackles and deals with subjects relating to ethics, professional conduct and governance. It is one of the most active committees of the Orabank group’s Board of Directors, adopting the Governance Charter in 2015, applicable to all group employees and executives, along with the Rules of Procedure of the Board of Directors.
Evaluation of the workings of the Board of Directors
Every year, the Board of Directors evaluates its workings, with a view to setting out governance measures, to pinpoint the directors’ skills and experience, and to identify their training needs. In 2015, the directors conducted a self-assessment led by the Board’s Ethics and Good Corporate Governance Committee. Since 2017, this has been combined with an evaluation carried out by an outside firm. In parallel, targeted training on good governance standards and issues is organised. Furthermore, a significant aspect of the system for evaluating our directors concerns ethics and professional conduct issues. In 2018, a training session for the Group’s Directors and Officers was held on the impact of the circulars of the Banking Commission on the activities of UOMA banks.
Medium-term strategic vision
The CEO is Ferdinand NGON KEMOUM, since June 2019. In the context of an in-house analysis of areas of strength and areas for improvement in Orabank’s governance, measures have been adopted and implemented:
1. Produce a clear, transparent and effective organisation chart, showing the holding company and subsidiaries
2. Formalise the various group procedures
3. Make the holding company more organised, by creating or bolstering key functions for supporting the subsidiaries
4. Set up executive committees
5. Reform the credit-approval process by making decisions more collegiate
6. Adapt the system for delegating powers
7. Achieve regulatory compliance ahead of time and come into line with Basel II and III from 2017.
The next stage in Oragroup’s ongoing external growth operations consists of consolidating all the group’s companies and making them profitable. This goal, in tandem with the challenges that the Orabank group faces in the countries where it operates, has led Oragroup to set out a medium-term strategic vision (ORASMART 2016-2018), which consists of building a leading banking group that plays a part in financing Africa’s sustainable development.
Its core mission will be to provide our customers with bespoke banking products and financial services that meet the highest international standards and enable them to bring their projects to fruition under the best possible conditions.
Human capital heading: The goal is to be an attractive group that retains the best talent and is recognised as being in the top 25% of banks in our markets for offering the best working conditions and remuneration.
Commercial heading: The goal is a 50% increase in market share, and at least a 5% increase in bank capital and employees over five years.
Efficiency heading: The goal is to have an operating ratio of below 60% and to being one of the five best-performing banks in every country where it operates.
Financial heading: The target is a solvency ratio greater than 12%, an ROE in excess of 20%, and ROA of more than 2% per subsidiary and an ROE of over 15% for the holding company.
Governance and compliance heading: The goal is to reform the group’s governance to ensure the creation of more synergies, better performance management, regulatory compliance and the achievement of sustainable development commitmenth