Orabank Group Governance Principles
Governance at the heart of corporate responsibility and overall performance. Orabank is based on a clear, transparent and effective organization of its governance. Our directors are loyal and can justify their honesty at any time.
female Board Directors
independent Board Directors
attendance at Board of Directors meetings
committees of the Board of Directors
The Board of Directors determines the strategic orientations of the Group’s activity and ensures their implementation by the General Management. This general mission is set out in these terms in the Governance Charter of our banking group.
Board of Directors
Composition of the Board of Directors
Oragroup is administered by a Board of Directors composed of 9 Directors, including 3 seats assigned to independent staff. All of Oragroup’s subsidiaries have a Board of Directors. The Councils have a balanced composition between independent and executive directors, and meet several times per year.
As of 31 December 2019, the nine members of the Board of Directors are:
- Mr. Vincent LE GUENNOU
- Mr. Ferdinand NGON KEMOUM
- Mr. Brice LODUGNON
- Mr. William NKONTCHOU
- Mrs. Anne Claire GREMEAUX
- Mr. M’Baye THIAM
- Mr. François KLITTING (indépendant)
- Mr. Alassane BA (Indépendant)
- Mrs. Marie Ange SARAKA YAO (Indépendant)
On 10 December 2019, the Commission experienced the change of the permanent representative of the controlling shareholder ECP Financial Holding LLC. For example, Mr. Hurley DODDY, former Permanent Representative, gave his place to Mrs. Anne-Claire GREMEAUX, new Permanent Representative.
In accordance with the governance agreements between the shareholders of the Company, three natural persons designated by the shareholders DEG, BIO and PROPARCO also participate in the meetings of the Board of Directors as observers (without voting rights).
The Board of Directors shall ensure that at least 1/3 of its members are independent directors, according to the recommendations of Circular No. 01-2017/CB/C on the governance of credit institutions and financial companies of the UMOA. 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 Governance 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 considers the following directors to be independent:
- Mrs. Marie-Ange SARAKA YAO
- Mr. François KLITTING
- Mr. Alassane BA
There is no conflict of interest between the Independent Directors and the Corporation.
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.
An Ethics and Good Governance Committee has been established to collect and address all ethical, ethical and governance issues. It is one of the most active Committees of the Board of Directors of the Orabank Group, which in 2015 adopted a Governance Charter applicable to all of the Group’s agents and managers and a Rules of Procedure of the Board of Directors.
In addition to the rules governing the functioning of the Board of Directors laid down in the statutes of the Company, the Board of Directors has a Rules of Procedure which define the rights and duties of the Directors and specifies the procedures for the functioning of the Board and its specialized committees in accordance with the statutes, and a charter of the Director.
Functioning of the Board of Directors
The Board of Directors shall be vested with all the powers of administration of the Company, subject only to the limits laid down by law and by the statutes.
For example, the Board of Directors has the following functions:
- Define and approve the Group’s overall strategy, overall governance framework, corporate culture, principles and values.
- Assume ultimate responsibility for the financial soundness of the Company and its compliance with the legal and regulatory provisions governing its activities.
- To be effectively involved in the activities of the Company, in accordance with its legal, regulatory and statutory responsibilities, by informing itself of significant changes arising from the economic or operational environment of the establishment and acting in a timely manner to protect the long-term interests of the Group.
Frequency and attendance at meetings
The Council shall establish the calendar of its meetings, the frequency of which, unless an urgent meeting is necessary in the interests of the Company, shall be quarterly. He is summoned by letter sent a dozen days in advance. The documents for which review is necessary for the decision of the directors shall be attached to the call or transmitted within the following days and at least seven (7) days before the meeting of the Board.
The Board of Directors shall discuss its composition, organization, operation and evaluate its work at least once a year. The minutes of each meeting are approved at the next meeting. The Board of Directors shall meet at least 4 times a year, at the invitation of its President. During the financial year 2019, the Council met seven times.
The average length of meetings is 4 hours and the average attendance rate of directors at regular meetings was 86 per cent. The Board of Directors devoted most of its work to governance, monitoring the activity, reviewing annual, semi-annual accounts and regulated information, the strategy and its implementation and the preparation of the Annual General Meeting.
It shall take up, within the limits of the social object, any matter of the good working of society and shall rule by its deliberation matters concerning it, subject to the powers expressly conferred by law on the General Assemblies and the Director General.
Without prejudice to the legal and regulatory provisions in force, the Group has set up specialized committees to assist the Council in its deliberations and decisions. These committees are:
- 1. Investment and Strategy Committee
- 2. Audit and Compliance Committee
- 3. Human Resources and Compensation Committee
- 4. Risk Committee
- 5. Ethics Committee, Good Governance and Appointment
The terms of reference and rules of operation of each of these committees are defined by their charters, which have been validated and adopted by the Council. These charters have also been brought into line with the provisions of Circular No. 01-2017/CB/C on the governance of credit institutions and financial companies.
In parallel with the evaluation, targeted training is organized for all on the standards and issues of good governance. In 2018, a training session was held for the Directors and Group Directors on the impact of Banking Commission circulars on the activities of UMOA banks.
Evaluation of the Board of Directors
The Board of Directors conducts an annual evaluation of its operations with a view to conducting an introspection on its performance, through both individual and collective contributions from directors, making the necessary adjustments and highlighting the training needs of directors.
In 2015, a first self-assessment of directors took place, led by the Council’s Ethics and Good Governance Committee. Since 2017, it has been combined with an evaluation conducted by an external firm. The evaluation system of our administrators is also based on the ethical and ethical issues.
The 2019 review was carried out with the members of the Board of Directors in mid-June 2020. This process, which included an investigation that was reviewed and analyzed by the Nomination Committee for presentation to the Council, resulted in new areas of progress that were discussed and discussed in the Board of Directors.
Diversity of the Board of Directors
The Board of Directors is composed of two women, Mrs. Anne Claire GREMEAUX and Mrs. Marie Ange SARAKA YAO. The Board of Directors shall ensure that its composition equitably reflects the voting rights of its shareholders and the internationalization of the Group’s activities, including the presence of directors of different nationalities and cultures.
The Directors shall be entitled to official allowances, the amount of which, fixed annually by the General Assembly, shall be apportioned by the Board of Directors. The amount of the administrative allowances paid to the Directors was regularly brought to the attention of the Auditors.
Delegation of authority
Since June 1, 2019, Mr. Ferdinand NGON KEMOUM has been the Managing Director, assisted by Mr. N’DIAYE Cheikh Tidiane. The Chief Executive Officer and the Deputy Chief Executive Officer are vested with the broadest powers to act in all circumstances in the name of the Company, within the limits of the corporate purpose and subject to those expressly attributed to the General Meetings and specially reserved to the Board of Directors by the legal provisions and/or by these Articles of Association. Their mandate does not include any particular limitation of powers.
The By-Laws contain various provisions designed to promote informed decision making with respect to major or strategic transactions.
As part of an internal analysis carried out on the points to sustain and improve the governance of Orabank, measures have been adopted and implemented:
- Elaboration of a charter déﬁnissant a clear, transparent organization and eﬃcace between the holding company and the ﬁliales
- Formalization of diﬀérentes Group procedures
- Strengthening the organization of the holding company through the creation and strengthening of key support functions at ﬁliales
- Setting up management committees
- Reforming the credit approval process by instituting more collegiality in decision making
- Adaptation of the system of delegation of authority
- Anticipation of our compliance with the regulators in order to comply with Basel II and III standards by 2017
Following on from the external growth operations carried out by Oragroup, a second phase consists of consolidating all Group entities and making them profitable. This objective, coupled with the déﬁs that the Orabank group faces in the countries of presence, has led Oragroup to déﬁnir a medium-term strategic vision that consists in building a leading banking group that participates in the ﬁnancement sustainable development of Africa.
Its mission will consist essentially in providing its customers with tailor-made banking products and services ﬁnanciers, meeting the best international standards and enabling them to carry out their projects under the best conditions.
Corporate Social Responsibility (CSR) is at the heart of our business and our Group is working towards integrated value creation, not limited to our performance in terms of financial results, but also including the nature of the resources committed to achieving these results as well as the impact of these results on our stakeholders and on society in general.
Senior Management sets targets for societal contributions to Africa and annually validates the integrated report that presents our commitments and results in support of United Nations SDOs and based on recognized international frameworks such as GRI standards and PRI principles.
Continuous improvement of risk control
ORAGROUP’s Internal Control and risk management procedures are part of a system that complies with circular N°003/2017 of the Banking Commission relating to the organization of the internal control system of WAMU institutions. The Orabank Group has control functions in the areas of internal audit, risk management and compliance.
The risk management function oversees the risks taken in all Group activities. Orabank. The governance system for the risk management function within the Group Orabank ensures the effective participation of the Board of Directors and the executive body through the supervision of functions and the existence of a real risk management environment. The organizational structure of Orabank Group Risk Management is organized around three main pillars: Governance, Management and Control.
This structure makes it possible to :
- Supervision by the Board of Directors and the Executive Body ;
- The existence of independent risk management functions that ensure separation; between operating units and control functions ;
- The existence of independent units of control.
Orabank is committed to the continuous improvement of its identiﬁcation system for assessing, monitoring, controlling and managing the risks associated with its activities. Since 2015, our growth model is undergoing a major transformation and the Orabank Group is integrating the management standards of international banks. One of our main missions is to maintain a solid risk management system in place to continuously support the growth of the Orabank Group.
This makes it possible to supervise and manage all risks taken on the activities of the entities, such as credit risk, operational risk, market risk, strategic risk, social and environmental risk. The Environmental and Social Risk Management System (SYMRES), set up by the Orabank Group, is used in the granting of ﬁnancements and aims at identiﬁer the potential social, environmental and governance risks related to any investment project submitted to the bank.