The Committee oversees the active search for and identification of Greenfield and expansion investment opportunities for implementation by the Corporation, through new or existing investment vehicles or special purpose implementation vehicles. All commercial projects identified for implementation must pass the hurdle of a return above the Corporation’s cost of capital.
The Finance and Audit Committee was in April 2022 split into a stand-alone Finance Committee and stand-alone Audit Committee in line with the Public Entities Corporate Governance Act (Chapter 10:31). The Finance and Committee met once in 2022 before the split. The Finance Committee deals with accounting matters, financial reporting, and internal controls. The Committee monitors proposed changes to accounting policy reviews, internal control and reporting matters.
The committee is responsible for review of executive management and remuneration in line with the Remuneration Policy approved by the Board. The Remuneration Policy was put in place in terms of Sections 12 and 23 of the IDC Act (Chapter 14:10), after considering the practices of commercialized and privatized Government owned companies, IDCZ Subsidiaries and other holding companies of a size and standing similar to the Corporation. The policy is aimed at ensuring that the remuneration practices at the Corporation are competitive to enable the Corporation to attract and retain high calibre executives while protecting the interests of the Shareholder. The Committee recommends to the Board names of qualified persons from the Corporate Governance Unit database, for appointment as non-executive directors in Corporation investments, with a view to achieving a skill, gender and geographical mix on these boards. The Committee is also responsible for the formulation and recommends to the Board of the Corporation’s Strategy which is in line with the Ministry of Industry and Commerce’s Strategy, which is aligned to the National Development Strategy 1 (NDS1).
The Committee reviews Internal Audit and Independent External Auditors’ reports. The Committee has access to both the external audit partner and the internal audit manager, who also attend its meetings. All significant findings during the audit are brought to the attention of the Board. The Internal Audit Department is required to cover each Corporation investment at least four times per annum.
The Committee identifies risks faced by the Corporation and its investments and proactively seeks solutions and measures to manage the risk which are recommended to both the Corporation and its investments. The Committee has oversight on the following matters: • To review the adequacy and effectiveness of the Group’s external market and internal risk management policies and systems • To review major non-compliances with risk policies • To review and recommend risk limits and related matters
The Committee reviews credit strategy, credit risk management policy and programme, trends in portfolio quality, adequacy of provision for credit losses. The Committee periodically reviews the lending environment and recommend to the Board any appropriate changes to the Corporation’s credit policy. Review and make recommendations from time to time to the Board on priority sectors the Corporation should consider for lending in line with Government policy.
Provided that any person so appointed or company so promoted shall act under the authority and direction of the Board and shall not without the written consent of the Board, delegate any function assigned by the Board to that person or company.
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