The Orabank group’s policies and charters

DocumentDescriptionDate
Gift-management policyThis completes the Code of Professional Conduct and prevents practices as regards the giving and receiving of gifts from breaking the rules. The code therefore protects the Orabank group’s image and reputation.2017
Intern policyThis forms part of the “Schools Partnerships/Actions” policy, which laid down, in Feb. 2017, the criteria for identifying schools with which group companies can foster partnerships, the content to include in partnerships with schools, the steps to take, recruitment conditions and the training of interns.2017
In-house Recruitment CharterThe Recruitment Charter lays down the Orabank group’s principles and main commitments as regards recruitment, as of August 2016.2016
Code of Professional ConductThe group’s Code of Professional Conduct, applicable to all stakeholders (directors, executives, members of the executive committees, senior managers and the staff as a whole), lays down the principles to respect and apply in relation to the following standards:
1. Respect for others
2. Protection of the image of the Orabank group and of banks of the Orabank network
3. Use and protection of the Orabank group’s assets
4. Respect for professional confidentiality
5. Circulation and protection of confidential information
6. Prevention and settlement of conflicts of interest
7. Commercial practices and behaviour towards customers
8. Respect for local legislation and regulations
9. Relationships with suppliers
10. Combating money-laundering
11. Professional conduct principles specific to activities on the financial markets
2016
HR procedures manualThis manual is designed to set out all the policies and procedures applicable to human-resources management in the Orabank group, as of September 2016. It covers HR’s various activities, ranging from recruitment to managing employees’ departure, also covering administrative management, pay, training, performance management, etc.2016
Structured finance manualThis document is intended to define the scope for using what is known as structured finance within Orabank. The structured finance manual sets out the policy for using bespoke financial products within the group. This document is incorporated into the Orabank credit-risk policy manual.2016
Procurement procedureThis revised procedure comprises two cycles:
‧ Purchasing of goods and services
‧ Fixed assets
2016
Procedure for declaring conflicts of interestProcedure implemented during each Board of Directors meeting, with a view to each director voluntarily declaring any conflicts of interest with the items included on the agenda. Directors who have declared a conflict of interest in this way participate in neither the debates nor in the decisions on the issues on which they have a conflict.2016
Governance CharterThe Board of Directors sets out the broad strategic orientations, the degree of risk accepted and the overall risk policy. To that end, it has to approve the goals and policies proposed by the executives, and oversee their implementation. In particular, the Board of Directors has to ensure that the goals set by the executives are not out of proportion with the technical, human and financial resources of the company and the banks, and that the associated risks have been properly measured and managed. The Board of Directors is ultimately responsible to the shareholders, and to the regulatory and supervisory authorities for the financial solidity of the company and banks, for their organisation, for their risk management, for their internal control, for their corporate governance system, and for their respect for the legislation and regulations in force.2015
Ethics CharterThe group’s Ethics Charter lays down the general standards of professional behaviour that all staff members must follow. It sets out the ethics principles and the circle of stakeholders, for one thing, and describes the ethics governance, for another.2015
Business-travel policySets out the policy for official travel and ensures that such trips are undertaken in a rational, economical and completely safe way.2015
AML/FT proceduresSet out in a procedures manual applicable to all group companies, these comprise the core legislation in force to ensure compliance with national, ECOWAS and international anti-money laundering and the financing of terrorism regulations.2015
Board of Directors rules of procedureThese determine the ways in which meetings are called, information is accessed and decisions are taken by the collegiate body that is the Board of Directors. The rules of procedure lay down that, in the performance of its duties, the Board must always act in the company’s higher interests, in accordance with (i) the legal and regulatory requirements, and (ii) its responsibility to the shareholders, the regulators and any other stakeholders. The rules of procedure also determine the make-up of the Board and lay down the procedure for appointing directors. They organise who the Board’s chair and secretary are, and directors’ terms and remuneration, as well as laying down the framework for assessing and training directors.2015
Whistle-blowing policyThe purpose of this is to encourage any employee or stakeholder (shareholder, customer, supplier, etc.) – the “whistle-blower” – to report any actions that could constitute serious breaches of the group’s internal procedures and rules, or any criminal acts that could damage its reputation and interests.2014
Shareholders’ agreementThis strategic document lays down how governance is organised within the group, and how the rights and obligations of group shareholders are organisation, particularly those of the main shareholder (ECP) and of the institutional shareholders: BIO, DEG and the BOAD. The shareholders’ agreement also governs the conditions and mechanisms for investment decision-making and for shareholders to sell their share capital. The latest version of the shareholders’ agreement dates from 31 December 2013, when DEG took a stake in the holding company’s share capital.2013
Directors’ CharterThis outlines the directors’ relationship with the company, particularly as regards rights and obligations.2012
Internal Control and Audit CharterThe audit policy followed within Oragroup, SA is laid down in the Audit Charter, which details the targets and tasks, responsibilities, resources and powers of Internal Audit within the group. The Orabank group’s in-house Audit Charter draws on the standards laid down at international level by the Basel Committee, the Institute of Internal Auditors and the banking-supervision authorities in the countries in which the group operates. The Audit Charter has been approved by the group’s Audit Committee and its Board of Directors.2011&2015
Credit risk-management policy manualThis document sets out the overall credit-risk management policy within the Orabank group.2010&2016