Board Committees

The board of directors discharges its responsibilities within a clearly defined governance framework, which informs the robust mechanisms of our governance best practices and provides clear direction for decision making in the group. Through this framework the board of directors, without abdicating its responsibilities, delegates and discharges its governance responsibilities to specific board committees.

The board establishes and sets the terms of reference of the board committees, which provides for the composition, roles, delegation of authority and responsibilities of each of the board committees listed below, all of which reports on its activities to the board. Copies of these terms of reference can be accessed at nedbankgroup.co.za. The board annually reviews these terms of reference and monitors the activities of the committees se responsibilities to ensure effective coverage of, and control over, the operations of the group. During 2019 the following board committees operated within Nedbank Group:

Group Audit Committee (GAC)

The committee assists the board in its evaluation of the integrity of our financial statements through evaluation of the adequacy and efficiency of our internal control systems, accounting practices, information systems and internal auditing applied in the day-to-day management of our business. The committee recommends the appointment of the external auditors, manages the relationship with the external auditors and assess their independence and effectiveness It also introduces measures to enhance the credibility and objectivity of financial statements and reports.

Group Risk and Capital Management Committee (GRCMC)

The committee assists the board in the identification, assessment, control, management, reporting and remediation of risks across a wide range of the organisation’s Enterprise Risk Management Framework. It also monitors conformance with risk management policies, procedures, regulatory and internal
limits and exposures, and processes and practices.

Group Remuneration Committee (Group REMCO)

The committee assists the board to achieve its responsibilities in relation to the group’s Remuneration Policy, processes and procedures, and specifically enables the group to: operate remuneration structures that are aligned with best market practice; conform with the latest thinking regarding good corporate governance on executive remuneration; and align the behaviour of executives with the strategic objectives of the group. The Group Remco also endeavours to ensure remuneration reporting is straightforward, yet comprehensive and transparent.

Group Credit Committee (GCC)

The committee assists the board in fulfilling its credit risk oversight responsibilities, particularly with regard to the evaluation of credit mandates and governance, policies and credit risk. It confirms the adequacy and efficiency of credit impairments, and continually monitors the overall credit portfolio, including the implementation and approval of the transition to IFRS 9 in 2018. The committee also monitors, challenge and ultimately approve all material aspects of the group’s credit rating and risk estimation systems and processes.

Group Directors’ Affairs Committee (DAC)

The committee considers, monitors and reports to the board on reputational and compliance risk, compliance with King IV™ and the corporate governance provisions of the Banks Act as well as strategy. It also acts as the nominations committee for board appointments.

Group Information Technology Committee (GITCO)

The committee monitors all issues pertaining to IT, both operational and strategic, and aims to ensure that IT development spend and investment are aligned with overall group strategy and direction, and that the IT systems are efficient and effective.

Group Transformation, Social and Ethics Committee (GTSEC)

The committee oversees and monitors Nedbank Group’s activities with regard to social and economic development, ethics, transformation, sustainability, corporate citizenship, environment, health, public-safety, stakeholder relationship, labour and employment matters. It applies the recommended practices and regulation as outlined in King IV™ and the Companies Act in executing its mandate.

More information on Nedbank Group Board Committee Terms of Reference and Charters: 

Nedbank Limited and Nedbank Group Board of Directors and Board Committees Charter

Group Audit Committee Addendum A

Group Risk and Capital Management Committee Addendum B

Group Directors Affairs Committee Addendum C

Group Remuneration Committee Addendum D

Group Credit Committee Addendum F

Group Information Technology Committee Addendum G

Group Transformation Social and Ethics Committee Addendum H

Group Climate Resilience Committee (GCRC) Charter Addendum I

View the board committees and membership here: Nedbank Group Board Committees (December 2021) [58 KB]