Standard Bank
Busanga Plains Zambia
STANDARD BANK GROUP
GOVERNANCE
REPORT
for the year ended 31 December 2024
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2
Our reporting suite ... 2
Key frameworks ... 3
Our governance philosophy ... 5
Key board considerations during 2024 ... 6
Board of directors ... 7
Leadership ... 16
Organisational ethics ... 16
Responsible corporate citizenship ... 18
Strategy and performance ... 19
Reporting ... 23
Role and responsibilities of the board ... 24
Composition of the board ... 24
Committees of the board ... 28
Evaluation and performance of the board ... 47
Appointment and delegation to management ... 48
Group leadership council ... 49
Risk governance ... 50
Information and technology governance ... 50
Compliance governance ... 51
Remuneration governance ... 51
Assurance ... 51
Stakeholders ... 52
Contact and other details ... 55
STANDARD BANK GROUP GOVERNANCE REPORT
INTRODUCTION Our reporting suite | Key frameworks
2
Our suite of reports caters for the diverse needs of our stakeholders, and enables us to engage with and meet their information needs.
Serves as an overarching report to our reporting suite. It provides a concise and balanced view of how we create, preserve and erode value while delivering sustainable growth.
Contains the group's full audited annual financial statements, including the report of the group audit committee.
Sets out the group's approach to risk management and Pillar III disclosures of the Basel Framework.
Disclosures of the group's governance approach and priorities, aligned to the principles of King IV¹.
Sets out the group's remuneration policy and implementation report and includes a background statement from the remuneration committee chairman.
An overview of how we manage environmental, social and governance (ESG) risk.
An overview of our impact on society, the economy and the environment, focusing on the areas in which we have the most significant impact, and a brief description of our corporate social investment (CSI) activities.
Discusses how the group is managing the risks and responding to the opportunities presented by climate change².
The invitation to the annual general meeting (AGM) and notice of resolutions to be tabled at the AGM are sent to shareholders separately. These are available on the group reporting portal at a later date.
All our reports, latest results, presentations and SENS announcements along with a glossary of financial terms, other definitions, acronyms and abbreviations used in our reports are available here.
STANDARD BANK GROUP GOVERNANCE REPORT
INTRODUCTION Our reporting suite | Key frameworks
KPMG
To satisfy various compliance reporting requirements, the disclosure requirements of the following corporate reporting and regulatory frameworks and guides, among others, are considered when preparing the reports in our reporting suite.
STANDARD BANK GROUP GOVERNANCE REPORT
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OUR APPROACH TO GOVERNANCE
The board continues to uphold the highest standards of corporate governance, ensuring that strategic objectives are met while promoting transparency, accountability and trust among our stakeholders. By fostering a culture of ethical conduct and continuous improvement, the board not only aligns the organisation's goals with stakeholder interests but also mitigates risks and ensures compliance with regulatory standards.
OUR GOVERNANCE PHILOSOPHY
KEY BOARD CONSIDERATIONS DURING 2024 | BOARD OF DIRECTORS
Lake Elementaita-Kenya
STANDARD BANK GROUP | GOVERNANCE REPORT
OUR APPROACH TO GOVERNANCE
Our governance philosophy | Key board considerations during 2024 | Board of directors
Executing strategy and managing risks
Purpose
Value-based strategic and ethical leadership
Stakeholder engagement
Ensuring compliance with corporate policies, standards and procedures
Board and board committee oversight
Establishing strategic direction
Compliance with legal and regulatory requirements
Implementation of relevant policies and procedures
Ongoing organisational performance evaluation
Transparency and accountability
STANDARD BANK GROUP GOVERNANCE REPORT
5
OUR APPROACH TO GOVERNANCE
Our governance philosophy | Key board considerations during 2024 | Board of directors
K O P
G A
三
The board remains dedicated to prioritising succession planning for both board and senior executives. In line with the group's corporate governance arrangements, the board regularly reviews its composition to ensure its effectiveness and the appropriateness of its skillset, experience, tenure and diversity. A comprehensive succession plan is in place, tailored to the essential skills required for an effective board. The plan aims to maximise the value of a high-performing board, comprising directors with diverse expertise across multiple disciplines.
The board continues to consider the impact of director tenure on independence and board and board committee composition. In 2024, the board adopted a tenure policy which stipulates that independent non-executive directors who have served their nine-year tenure should retire from the board and board committees at the first AGM after reaching their nine-year tenure. The board would, however, have the discretion, on a case-by-case basis, to extend the term of a director who has reached the nine-year tenure if it determines that the director's continued service is in the best interest of the group, to ensure continuity and retain key skills and diversity.
> Read more on the board's oversight over succession planning on page 30 under the activities of the directors' affairs committee (DAC). More information on the skills of our board can be found on page 25.
The board continued to have oversight over strategy implementation and progress against the group's strategic priorities. Robust discussions were held at the group's three-day annual strategy summit which focused on strategic priorities, the group's operating environment, updates on strategy execution, enablers of sustainable growth and value, and the group's progress in achieving its 2025 targets and beyond, with due consideration of trends shaping the competitive landscape into the future.
> Read more on the board's strategic oversight on page 19 of the report.
ESG matters continued to receive significant attention at board level in 2024, with emphasis on ethics and conduct, diversity and inclusion, social risk, and climate-related risks and opportunities.
The board will continue to develop and enhance its oversight capabilities and board members' skills, to remain in a strong position to oversee the group's sustainability journey.
> Read more on the board's oversight of ESG on page 18 and on GSESC's activities on page 40 of the report.
> More information is available in the group's climate-related financial disclosures report.
Subsidiary governance oversight remained a major focus area for the board in 2024.
Significant emphasis was placed on enhancing the engagement between the group and subsidiary boards. To achieve this, a shareholder's compact was agreed upon, establishing a clearly defined set of governance principles and frameworks to manage the group's relationship with our subsidiaries and their boards. The board chairman and members of executive management met with the boards of seventeen countries to facilitate direct interactions and to achieve better alignment between the group board, subsidiary boards, and management. In addition to the shareholder compact engagements, the group hosted the 2024 chairmen's roundtable in Johannesburg, South Africa. This roundtable provided an opportunity for the board chairman to engage with the chairmen of subsidiary boards on key matters pertaining to the group and its subsidiaries.
The board's understanding of its oversight responsibilities for SBG as the holding company of a financial conglomerate remains well understood, and associated reporting at a board and board committee level is embedded.
> Read more on subsidiary governance oversight on page 53 of the report.
The board conducted an external evaluation of its board effectiveness in 2024. The results of the effectiveness review indicate that the overall board performance and that of its committees was considered effective. The board is satisfied that the insights gained from the evaluation process continue to reflect a maturing trajectory in the performance and effectiveness of the board.
> A summary of findings from the review can be found on page 47 to 48.
STANDARD BANK GROUP GOVERNANCE REPORT
OUR APPROACH TO GOVERNANCE
Our governance philosophy | Key board considerations during 2024 | Board of directors
With extensive collective experience across various industries and disciplines, our board members offer invaluable insights, critical analysis and innovative perspectives.
Their deep understanding of market trends, regulatory landscapes and emerging technologies enables them to anticipate challenges and capitalise on opportunities, driving sustainable growth and competitive advantage.
The board provides independent and objective judgement, and constructively challenges and monitors executive management's delivery of the group's strategy within the approval framework and risk appetite agreed by the board.
15 board members
40% female representation
Overall board meeting attendance 97%
NON-EXECUTIVE DIRECTOR INDEPENDENCE
| 10 | 3 | 2 | |
|---|---|---|---|
| Independent non-executive directors | Non-executive directors | Executive directors |
RACE¹
| 5 | 5 | 5 |
|---|---|---|
| Non-South African | Black | White |
| South African | South African |
¹ As defined by South African broad-based black economic empowerment (B-BBEE) regulations.
AGE
| 2 | 4 | 9 |
|---|---|---|
| 40–49 | 50–59 | 60–69 |
NON-EXECUTIVE DIRECTOR TENURE
| 5 | 2 | 5 | 1 |
|---|---|---|---|
| <3 years | 3–6 years | 6–9 years | >9 years |
NATIONALITY
| Kenyan | Chinese |
|---|---|
| 2 ☐ | 1 ☐ 2 ☐ |
| Nigerian |
77% Independent
Average age
60 years
Average tenure
6.2 years
STANDARD BANK GROUP
GOVERNANCE REPORT
OUR APPROACH TO GOVERNANCE
Our governance philosophy | Key board considerations during 2024 | Board of directors
❐❐≡
❐❐≡
Independent non-executive chairman, SBG and SBSA
NATIONALITY
South African 🏆
APPOINTED 1 January 2020
APPOINTED CHAIRMAN
1 June 2022
External directorships
Anglo American Plc
Other governing bodies and professional positions
- Chairman of Business Leadership South Africa
- Co-chairperson of the community of chairpersons of the World Economic Forum
Previous roles
- Chief executive officer (CEO) of ArcelorMittal South Africa
- CEO and executive director of Ichor Coal N.V
- Chairman of Alexander Forbes Group Holdings Limited, Macsteel Service Centres South Africa (Pty) Limited and the JSE Limited
- Non-executive director of Old Mutual
COMMITTEE MEMBERSHIP 🏆 🏆 🏆 🏊 🏊 🌱 🌱 🌱 🧫 7/7
Senior deputy chairman, SBG and non-executive director, SBG and SBSA
NATIONALITY
Chinese 🏆
APPOINTED 1 September 2024
Previous roles
- Vice chairman, ICBC Argentina
- Deputy general manager of ICBC of Jiangsu and Suzhou branches
- Executive director and general manager, ICBC Malaysia
COMMITTEE MEMBERSHIP 🏆 🏊 🏊 🌱 🌱 🌱 🌱 2/4*
Deputy chairman, SBG, and independent non-executive director, SBG and SBSA
NATIONALITY
South African 🏆
APPOINTED 21 November 2016
External directorships
- Phembani Group Limited
Other governing bodies and professional positions
- China Investment Corporation – International advisory council
Previous roles
- Chairman of Liberty Holdings Limited and Liberty Group Limited
- Senior banker focusing on key client relationships
- CEO of the group for more than 13 years
- Presidential Special Envoy on Investment to South Africa
COMMITTEE MEMBERSHIP 🏊 🏊 🏊 🏊 🌱 🌱 🌱 🌱 7/7
Board meeting attendance
* Apologies were received for the board meeting with the Prudential Authority and for the People Day session.
COMMITTEES
DAC – Directors’ affairs committee
GAC – Group audit committee
GRCMC – Group risk and capital management committee
GITC – Group information technology committee
GSESC – Group social, ethics and sustainability committee
REMCO – Group remuneration committee
GMAC – Group model approval committee
LECC – Large exposure credit committee
Committee chairman
STANDARD BANK GROUP GOVERNANCE REPORT 8
OUR APPROACH TO GOVERNANCE
Our governance philosophy | Key board considerations during 2024 | Board of directors
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Lead independent director, SBG and independent non-executive director, SBSA
NATIONALITY
South African 😊
APPOINTED
21 November 2016
External directorships
- Sasol Limited
Previous roles
- Chief financial officer of the South African Revenue Service
- Chief operating officer of Absa corporate and business bank
COMMITTEE MEMBERSHIP 🔘 🔘 🔘 🔘 🌐 7/7
Chief executive officer, SBG and executive director, SBG and SBSA
NATIONALITY
South African 😊
APPOINTED
7 March 2013
Appointments held within the group
- Stanbic Africa Holdings Limited
Other governing bodies and professional positions
- Institute of International Finance
- International Monetary Conference
COMMITTEE MEMBERSHIP 🔘 🔘 🔘 🔘 🌐 7/7
Chief finance & value management officer, SBG and executive director, SBG and SBSA
NATIONALITY
South African 😊
APPOINTED
1 May 2016
Appointments held within the group
- Stanbic Africa Holdings Limited
COMMITTEE MEMBERSHIP 🔘 🔘 🔘 🌐 6/6*
STANDARD BANK GROUP GOVERNANCE REPORT
OUR APPROACH TO GOVERNANCE
Our governance philosophy | Key board considerations during 2024 | Board of directors
G
n
三
Independent non-executive director, SBG and SBSA
NATIONALITY
South African
APPOINTED
1 November 2022
COMMITTEE MEMBERSHIP 😊😊😊😊
7/7
Independent non-executive director, SBG and SBSA
NATIONALITY
South African
APPOINTED
22 February 2021
COMMITTEE MEMBERSHIP 😊😊😊😊
7/7
Independent non-executive director, SBG and SBSA
NATIONALITY
Nigerian
APPOINTED
13 March 2024
COMMITTEE MEMBERSHIP 😊😊😊😊
7/7
Board meeting attendance
COMMITTEES
DAC – Directors' affairs committee
GAC – Group audit committee
GRCMC – Group risk and capital management committee
GITC – Group information technology committee
GSESC – Group social, ethics and sustainability committee
REMCO – Group remuneration committee
GMAC – Group model approval committee
LECC – Large exposure credit committee
Committee chairman
STANDARD BANK GROUP GOVERNANCE REPORT
10
OUR APPROACH TO GOVERNANCE
Our governance philosophy | Key board considerations during 2024 | Board of directors
G
O
三
Independent non-executive director, SBG and SBSA
NATIONALITY
South African
APPOINTED
21 November 2016
COMMITTEE MEMBERSHIP
7/7
Independent non-executive director, SBG and SBSA
NATIONALITY
South African
APPOINTED
6 June 2022
COMMITTEE MEMBERSHIP
7/7
Non-executive director, SBG and SBSA
NATIONALITY
Chinese
APPOINTED
11 November 2021
COMMITTEE MEMBERSHIP
7/7
Board meeting attendance
7/7
STANDARD BANK GROUP GOVERNANCE REPORT
11
OUR APPROACH TO GOVERNANCE
Our governance philosophy | Key board considerations during 2024 | Board of directors
G
O
Independent non-executive director, SBG and SBSA
NATIONALITY
South African
APPOINTED
21 November 2016
COMMITTEE MEMBERSHIP 🏠 🏠 🏠 🏠 🏠 🏠 6/7
Non-executive director, SBG and SBSA
NATIONALITY
Kenyan
APPOINTED
1 January 2016
COMMITTEE MEMBERSHIP 🏠 🏠 🏠 🏠 7/7
Independent non-executive director, SBG and SBSA
NATIONALITY
Kenyan
APPOINTED
1 January 2025
COMMITTEE MEMBERSHIP 🏠 🏠 🏠 🏠 🏠 N/A
Board meeting attendance
STANDARD BANK GROUP GOVERNANCE REPORT 12
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LEADERSHIP, ETHICS AND CORPORATE CITIZENSHIP | STRATEGY, PERFORMANCE AND REPORTING GOVERNING STRUCTURES AND DELEGATION OF AUTHORITY | GOVERNANCE OF FUNCTIONAL AREAS STAKEHOLDER RELATIONSHIPS
Lake Malawi Malawi
STANDARD BANK GROUP - GOVERNANCE REPORT 13
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
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The board continues to ensure that it maintains its commitment to high standards of corporate governance through transparency, good performance, effective controls, integrity and a sound, ethical culture across the group.
Promoting
transparency, accountability and empathy in managing our stakeholder relationships
Stakeholder engagement: page 52
Delivering
a positive impact on society, the economy and the environment through our business activities
Positive impact: page 21
Adhering
to applicable regulatory and governance standards
Compliance: page 51
Instilling
an ethical and risk-aware culture that recognises that the trust our stakeholders have in us is the foundation of our legitimacy and the basis on which we are able to compete, collaborate and change.
Ethics: page 16
This is achieved through the following mechanisms:
Adherence to frameworks, standards, mandates and policies, and the MOI, which cover all aspects of the group's activities.
Compliance with all applicable regulatory requirements, including the South African Banks Act, Companies Act, Basel Corporate Governance Principles for Banks, JSE Listings Requirements and King IV.
STANDARD BANK GROUP GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
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The governance objectives set out by the board are aligned with the principles of King IV. This report demonstrates how the board applied the King IV principles to set and steer the strategic direction of the group, approved the necessary policies and plans in support of the group's strategy, and ensured oversight and monitoring of the group's performance through appropriate accountability.
| LEADERSHIP, ETHICS AND CORPORATE CITIZENSHIP | 1
Leadership | 2
Organisational ethics | 3
Responsible corporate citizenship |
| --- | --- | --- | --- |
| | ☑ page 16 | ☑ page 16 | ☑ page 18 |
| STRATEGY, PERFORMANCE AND REPORTING | 4
Strategy and performance | 5
Reporting | |
| | ☑ page 19 | ☑ page 23 | |
| GOVERNING STRUCTURES AND DELEGATION OF AUTHORITY | 6
Role and responsibilities of the board | 7
Composition of the board | 8
Committees of the board |
| | ☑ page 24 | ☑ page 24 | ☑ page 28 |
| GOVERNANCE OF FUNCTIONAL AREAS | 11
Risk governance | 12
Information and technology governance | 13
Compliance governance |
| | ☑ page 50 | ☑ page 50 | ☑ page 51 |
| STAKEHOLDER RELATIONSHIPS | 16
Stakeholder relationships | | |
| | ☑ page 52 | | |
STANDARD BANK GROUP GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
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The board leads the group ethically and effectively.
The board is responsible for ensuring that its conduct and that of management is aligned with the group's values and its code of ethics and conduct and that the values and code inform decision-making across the group. In executing their duties, board members are competent and transparent, and act with integrity and fairness. Accountability is entrenched in the decision-making processes at both individual and collective level.
The board and executive management set the tone from the top to instil an ethical culture by treating customers fairly, achieving positive client outcomes, acting in an ethical and sound manner and doing the right business, the right way.
As demonstrated in the skills of the board reflected on page 25 of the report, board members have the required skills to discharge their duties and to provide strategic oversight of the group in accordance with the board mandate and the group's MOI.
Board performance is evaluated annually to ensure board members are being held to account for ethical and effective leadership. Details of the 2024 board effectiveness review can be found on pages 47 to 48.
The board governs the ethics of the group in a way that supports the establishment of an ethical culture.
The group's overarching governance structures are robust and ensure that the board has effective oversight over the conduct and culture of the group. The board exercises oversight of executive management's efforts to foster this culture of ethics and appropriate conduct throughout the organisation.
The GSESC is responsible for overseeing the group's adherence to our values, code of ethics and conduct, as well as fulfilling our commitments under the UN Principles for Responsible Banking (PRB).
It is responsible for guiding and monitoring progress against the group's positive impact value driver and transformation initiatives, and governs and oversees group activities relating to conduct, ethical standards and stakeholder engagement. It ensures that material stakeholder issues receive appropriate attention from the board and management.
The committee's monitoring process includes the review of periodic conduct reports outlining matters of significance at a group, country, business unit and corporate function level. The GAC monitors the implementation of the remedial actions listed in the internal audit reports to ensure compliance with regulatory and legislative requirements.
STANDARD BANK GROUP GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
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The board approved the group's code of ethics and conduct and delegates the responsibility for the implementation and execution thereof to management. The group's approach to ethics is based on three pillars, linked to our purpose and values.
Ensuring that our clients' interests are at the centre of our business, clients are treated fairly and our market conduct is fair and reasonable.
Treating one another with respect and creating an inclusive and supportive culture, empowering our people to speak up.
Managing our impacts on diverse stakeholders, society and the environment.
Providing you with excellent service
Helping our people reach their full potential
Delivering consistent value to our shareholders
Staying ahead of the curve by being proactive
Fostering a culture of collaboration
Treating each person with respect and dignity
Upholding the highest levels of integrity
Consistently pushing the boundaries for success
All group standards, policies and procedures are aligned to the group's code of ethics and conduct, and comply with all the legal obligations of the jurisdictions in which the group operates. The subsidiary governance framework and associated policies establish a common standard of corporate governance and conduct across the group. Mechanisms are in place for employees and other stakeholders to seek advice or report concerns about unethical or unlawful behaviour on a confidential basis. Information on the whistleblowing policy and processes is regularly communicated to employees and is publicly available to external stakeholders on the group's website and in our annual sustainability disclosures report.
For more information on how to report unethical behaviour: https://www.standardbank.com/sbg/standard-bank-group/regulatory/how-to-report-unethical-behaviour
The group-wide personal account trading policy, as well as the directors' and prescribed officers' dealing in group securities policy, prohibit directors and employees from trading in securities during closed periods, as well as during self-imposed embargo periods. Embargo and closed periods are in effect from 1 June until the publication of the interim results and from 1 December until the publication of year-end results. Closed periods also include any period where the group is trading under a cautionary announcement. In addition, certain nominated employees are prohibited from trading in designated securities due to the price-sensitive information they may obtain in their positions. Compliance with policies is monitored on an ongoing basis and any breaches are dealt with according to the provisions of the applicable policy and the JSE Listings Requirements. All directors and prescribed officers' dealings require prior approval from the chairman, and the group secretary retains a record of all director's dealings and approvals. During the reporting period, the group complied with the JSE's listings (equity and debt listings) and disclosure requirements.
STANDARD BANK GROUP GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
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GOVERN
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LEADERSHIP, ETHICS AND CORPORATE CITIZENSHIP
PRINCIPLE 3
The board ensures that the group is and is seen to be a responsible corporate citizen.
Our strategy, purpose and conduct align with the principles of being a good corporate citizen. In agreeing the group's strategy, the board considers the social, economic and natural environments in which the group operates. It considers a full range of issues that influence the sustainability of the group's business, and which creates value over the long term.
The board oversees and monitors how the consequences of the group's activities and outputs affect the group's legitimacy and status as a responsible corporate citizen. This oversight and monitoring are performed against the group's strategic value drivers, including the overall impact on the group's sustainability priorities.
The group is committed to driving sustainable and inclusive economic development across Africa. As Africa's largest banking group by assets, the board recognises the impact of the group's business activities on the societies, economies and environments in which it operates. As a founding signatory to the UN PRB, the group is committed to maximising its positive impact on society and the environment. We focus on four impact areas which we consider material, which align to our core business areas and where we can contribute to specific targets under the UN SDGs. These impacts are discussed in the group's report to society.
The group has embedded considerations on ethics and conduct, people and culture, and environmental and social risk management into its corporate strategy and day-to-day decision-making. It consistently works to optimise the positive impact and mitigate negative impact arising from our business decisions and activities.
The board has mandated the GSESC with oversight over social and sustainability matters. It considers and monitors the environmental impact of the group's activities, including climate change, and approves the group's environmental and sustainability initiatives, including any frameworks and policies, and oversees implementation thereof. It also oversees the integrity of relevant external sustainability disclosures.
Read more on GSESCs oversight of the group's measures to monitor corporate citizenship pages 40 and 41 of the report.
Managing our climate risks and impacts remains a priority for the group. The board has delegated oversight of risk management, including climate-related financial risk and climate risk associated with our own operations, to the GRCMC. Climate risk is governed as a component of environmental and social risk under the ESG risk governance framework and embedded within our enterprise-wide risk management system, and specifically our environmental and social management system (ESMS). This aims to ensure that executive management has an integrated view of our ESG risks, thereby enabling effective risk management. The framework explicitly incorporates climate-related risk and provides processes and accountability for climate-related risk identification, classification, analysis, monitoring and reporting.
In 2024, a group-wide climate data and analytics tool was implemented, supported by an external provider, to enable improved data gathering, analysis and climate impact modelling. The initial focus is on scenario analysis and stress testing, and mapping SBSA client and portfolio-level data to physical and transition risk measurement models.
Along with other South African banks, the group participated in the South African Reserve Bank (SARB) climate risk stress test pilot. The process supported capacity building and skills development, data retrieval and warehousing and modelling progressions within the group. Climate commitments and targets were also reviewed, and an updated climate policy was published in March 2025. This includes updated targets for lending exposures and, in the case of oil and gas, for the reduction of financed emissions.
Read more on the group's climate policy which details the group's commitment to achieving net zero carbon emissions from its operations and financing activities in the climate-related financial disclosures.
As a financial services organisation, the ability to innovate is critical to remaining relevant to customers. The board is committed to ensuring the group remains agile to meet the changing needs of customers and other stakeholders.
The group does not fund political parties outside of South Africa. In South Africa, it provides funding for political parties under our democracy support programme (DSP). Since 2022, donations have been made directly to the Independent Electoral Commission (IEC), in line with arrangements provided for in the Political Party Act 6 of 2018. These guidelines are in place to guard against the risk that such contributions be used inappropriately, by the bank, its employees or third parties to obtain business advantage. Political parties receive no other financial support from the bank.
For more information regarding the funding of research institutions and non-governmental organisations (NGOs), please refer to report to society.
STANDARD BANK GROUP GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
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The group has a well-established strategic planning process which considers the risks and opportunities across three time horizons, namely short, medium and long term. The actions of the group are purpose driven and in line with board-approved strategic priorities which are linked to the strategic value drivers to ensure overall good performance and shared societal value.
Read more about the group's approach to value creation in the annual integrated report.
The board appreciates that the group's core purpose, its risks and opportunities, strategy, business model, performance and sustainable development are all inseparable elements of the value creation process.
The board periodically reviews business performance updates to evaluate performance against business objectives and receives regular feedback on the group's operational performance across the regions in which we operate. The company's prescribed officers attend board meetings and are available to answer any questions relating to the group's performance at a business unit level.
Topics discussed at the 2024 strategy summit included:
The People Day with the board in November 2024 was the third annual board session on executive succession planning and talent management since its inception in 2022. These sessions are intended to complement board members' insight into executive talent, as part of executive succession planning discussions at a board level. The board agreed that steady progress is observed in the maturity of succession planning processes; further refinements would continue in 2025.
The board remains confident that the group's strategy remains appropriate, that strategic objectives are executable, and that the management team is appropriately capacitated and incentivised to deliver.
STANDARD BANK GROUP GOVERNANCE REPORT 19
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
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GAC
The following key themes are among those that will receive continued and heightened focus in 2025:
| CLIENT FOCUS | • The board continued to focus on the group's current, short, medium and long-term strategic progress and considered progress made by business units on their strategic and digitisation journeys. | • Through GAC, the board reviewed periodic management updates on the group's client onboarding processes, with focus on the effectiveness of Know Your Client (KYC) and Anti-Money Laundering and Combatting Terrorist Financing (AML/CFT) controls. | • Through GSESC, the board reviewed the impact of external fraud on customers, including prevalence and trends, as well as initiatives to enhance consumer education and financial inclusion. |
|---|---|---|---|
| EMPLOYEE ENGAGEMENT | • Through GSESC | ||
| – the board received updates and reviewed the group's progress against transformation, diversity and inclusion targets | – considered the results from the annual 'Are you a Fan?' employee engagement survey. | • The board reviewed executive succession and talent management planning as part of an annual People Day with executive management. | |
| RISK AND CONDUCT | • The board received feedback from the chairmen of GRCMC, GMAC, GAC, DAC, GSESC, Remco and GITC on key matters discussed at board committee meetings. | ||
| • The board reviewed the quarterly risk management report and through GRCMC | |||
| – considered the impact of the ongoing geopolitical and trade tensions on the group's risk profile as it pertains to the group's strategic focus areas and ambitions | |||
| – reviewed and confirmed the appropriateness and adequacy of credit metrics and ensured they remained within approved risk appetite limits | |||
| – reviewed and discussed the group's country and sovereign risk exposures | |||
| – considered updates on progress made in terms of the group's climate risk management workplan | – considered the group's organisational resilience programme and risk management framework for AI | ||
| – received updates on key risk and control matters across the group's operations. | |||
| • Through GAC, the board | |||
| – considered key matters highlighted in internal audit reports and management's remedial actions to continuously strengthen the control environment | |||
| – considered the impact of hyper inflationary economies on the group's reporting. | |||
| • Through GSESC, the board | |||
| – considered social, ethical and conduct matters of board-level significance and noted the positive impact of conduct initiatives across the group | – considered group reputational matters and group's account on engagements with stakeholders, including shareholders, employees, regulators and clients. | ||
| • The board reviewed and approved material outsourcing arrangements in accordance with SARB regulatory requirements. | |||
| • The board remains acutely aware of the rapidly changing regulatory landscape across the group's footprint and the ongoing strengthening of the group's capability at both a board/subsidiary board and executive management level, remains a matter that gets discussed at board level on a regular basis. |
STANDARD BANK GROUP GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
<口>
G
| OPERATIONAL EXCELLENCE | Through GRCMC: - considered the updates on the enhancements and sophistication of the group's organisational resilience practices. | The board reviewed the quarterly group technology report, and through GITC - received updates on the group's key technology priorities | - noted that the group's focus continued to shift towards emerging technologies and further refinement of digitisation strategies across all business units | - continued to monitor the group's focus on system stability across the organisation. Reviewed the group delegation of authority framework. |
|---|---|---|---|---|
| FINANCIAL OUTCOME | The board - approved the 2024 financial plan, targets and metrics - reviewed and approved the group's annual financial statements and interim results | - approved the declaration of interim and final preference and ordinary shares dividends - considered the adequacy of financial provisions in the annual financial statements | - considered the adequacy of the group's capital and liquidity balances, its ability to continue as a going concern as well as solvency and liquidity for interim and financial year end. | |
| POSITIVE IMPACT | Ongoing focus was placed on the group's evolution of its sustainability strategy and risk responses. | The board has observed and acknowledges the group's progress on our sustainability journey, with due awareness of the need for further refinement and sophistication. | Through GSESC, the board - reviewed and discussed ESG and sustainability matters, with emphasis on climate-related matters and social elements | - reviewed the group's progress in relation to the climate policy. |
| SPECIFIC GOVERNANCE MATTERS CONSIDERED BY THE BOARD AND ITS COMMITTEES | The board considered and approved the nomination and appointments of Sola David-Borha, Fenglin Tian and Rose Ogega as non-executive directors to the board and board committees. The board approved the 2024 corporate governance, risk and capital management process line with regulation 39 of the Banks Act. | The board engaged with the Prudential Authority as part of its regulatory oversight programme. This included engagements with the chairman in September, the CEO in October and the board in November to discuss regulatory focus areas and strategic priorities for the group. The board considered the group's compliance with the Prudential Standards for Financial Conglomerates, as published by the Prudential Authority under relevant sections of the Financial Sector Regulation Act, 2017 (Act No. 9 of 2017) which came into effect on 1 January 2022. | Through DAC, the board - reviewed its priorities and oversight responsibilities for the group, as the holding company of a financial conglomerate - considered the board succession plan with reference to core skills required for a high-performing board - approved updates to SBG and SBSA board nomination and appointment policy; directors' and prescribed officers' dealings in group securities policy; fit and proper policy for key persons; and the policy for obtaining independent professional advice by directors | - considered and approved the composition of the board and its committees - approved the appointment of directors to subsidiary boards - reviewed quarterly progress updates on the implementation of actions arising from the 2023 internal board effectiveness review, noting that all key matters had been substantially addressed by the end of 2024 - monitored the adoption of the group's subsidiary governance framework by group subsidiaries. |
STANDARD BANK GROUP GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
<0>
G
During 2024, the board continued to adopt an interactive in-person model of engagement, while allowing for virtual attendance where necessary.
ONE
The group secretary prepares the agendas and includes routine items in line with the group's annual planning cycle.
TWO
The chairman consults with the group CEO (assisted by the group secretary) taking into account emerging issues affecting the group.
THREE
Care is taken to ensure that the board has enough time to consider matters critical to the group's success, including compliance and governance matters, and that papers are circulated in advance of meetings.
FOUR
At each board meeting, non-executive directors meet without the executive directors in closed sessions led by the chairman. These sessions provide non-executive directors with an opportunity to test thoughts among peers and to raise any matters not deemed appropriate for discussion in the presence of the executives. Feedback, as appropriate, is provided to the group CEO on closed session discussions.
STANDARD BANK GROUP GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
Directors have unrestricted access to executive management and company information, as well as the resources required to carry out their duties and responsibilities. To give effect to this authority, any member of the board has the right to consult the group secretary, the group CED and/or the chairman to request that specific matters be included on the board agenda for discussion. Furthermore, management members may be invited to address the board or a board committee, as appropriate. Access to external specialist advice is available to directors at the group's expense in line with the board-approved policy for obtaining independent professional advice by directors.
A secure electronic software system is used to access board papers and materials. Board packs are routinely circulated to board members approximately one week prior to meetings, to provide adequate time for the board members to apply their minds to the content. A resource centre containing comprehensive reference materials, including information about the latest issues affecting the group, is also made available to board members via this system.
The board is committed to acting in the best interest of the group, in good faith and without undue personal conflicts of interest. Board members owe their fiduciary duties to the group and all board decisions are consistently based on ethical foundations in line with group's values.
The board is aware of directors' outside commitments and how these can affect their ability to perform their duties. When making new board appointments, the board considers other demands on directors' time. Prior to their appointment, directors disclose their commitments with an indication of the time involved. No additional external appointments on listed entities are undertaken without prior approval from the chairman of the board. The maximum number of board appointments for non-executive directors is limited to four directorships on listed entities. Cross-directorships in entities not related to the group is limited to a maximum number of two directors per entity.
In line with King IV, at the beginning of each board meeting, all board members are required to declare any conflicts of interest in respect of matters on the agenda. Any such conflicts are proactively managed as determined by the board and subject to legal provisions. Where conflicts have been identified, directors recuse themselves from the meeting when the board considers any matters in which they may be conflicted. The group secretary maintains a register of directors' interests, which is tabled at each board and committee meeting and any changes are submitted to the board as they occur.
In the current year, the board was satisfied that directors allocated sufficient time to enable them to discharge their responsibilities effectively.
> In line with the JSE Debt Listings Requirements, the board's management of conflicts of interest policy is available online: https://www.standardbank.com/static_file/StandardBankGroup/illedownloads/CorporateGovernance/BoardManagementofConflictsofInterestPolicy.pdf
STRATEGY, PERFORMANCE AND REPORTING
PRINCIPLE 5
The board ensures that reports issued by the group enable stakeholders to make informed assessments of the group's performance, and its short, medium and long-term prospects.
The board acknowledges its responsibility over the integrity of external reports issued and takes into account statutory and regulatory requirements and best practice when reviewing them.
The group produces a full suite of reporting publications that caters for the diverse needs of stakeholders. Details of our reporting suite can be found in the front pages of this report. All our reports are available on the group website.
STANDARD BANK GROUP GOVERNANCE REPORT 23
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
The board serves as the focal point and custodian of corporate governance in the group.
The board has overall responsibility for governance across the group and retains effective control through its governance framework which includes its corporate governance structure, board-approved board and board committee mandates, the subsidiary governance framework and other applicable standards, frameworks and policies. Through this governance framework, the board oversees the group's strategic direction, financial goals, resource allocation and risk appetite, and holds executive management accountable for execution. The board also ensures that executive management sets the tone for good governance, based on the group's values and code of ethics and conduct, and that these are integrated in a way that supports the group operations at all levels.
It is ultimately the board's responsibility to ensure that the group is a sustainable organisation capable of fulfilling its stated objectives. To fulfil this purpose, the board must:
The board is satisfied that it has fulfilled its responsibilities during the year under review in accordance with its terms of reference.
The board comprises the appropriate balance of knowledge, skills, experience, diversity and independence for it to discharge its governance role and responsibilities objectively and effectively.
The collective experience of board members provides a balanced mix of attributes of skills, demographics, gender, nationalities, tenure and geographical context to enable the board to fulfil its governance role and responsibilities objectively and effectively.
In line with the group's corporate governance arrangements, the board, assisted by the DAC, regularly reviews its composition to maintain its overall effectiveness and maximise the benefit of its skillset and directors' experience, tenure, independence and diversity. The size of the board is considered to be appropriate, with due consideration to ongoing succession planning for retirements and associated replacement of skills on the board.
The board's composition is intended to reflect the markets in which we serve. In addition to diversity of skills and experience, care is also taken to ensure diversity in race, gender and geographic representation. The board has met its voluntary target of 40% female representation by 2025 set out in its promotion of gender and race diversity policy.
The board, as well as four board committees, namely DAC, GAC, Remco and GSESC are chaired by female board members.
The board resolved to maintain the race diversity targets in line with the management control scorecard as set out in the Amended Financial Sector Code of 2017. The board continues to consider these targets in the implementation of its succession plans and is satisfied with the progress made.
STANDARD BANK GROUP GOVERNANCE REPORT 24
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
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Set out below are the number of directors who are considered as highly skilled and experienced in each area.
| Banking and other financial services | 10 | 11/15 |
|---|---|---|
| Doing business in sub-Saharan Africa, International markets | 10 | 11/15 |
| Client and stakeholder management | 8 | 11/15 |
Experience in banking including investment banking, retail banking, global financial markets or consumer products; and/or experience in other financial services, including insurance and asset management.
These skills enable the board to evaluate the group's business model, strategies and the industries in which it competes.
Experience in diverse geographic, political and regulatory environments in sub-Saharan African markets and international financial markets, meeting client needs in these jurisdictions.
These skills enable the board to effectively oversee the group as it operates and serves its customers across its footprint.
Experience in monitoring and improving client and stakeholder relationships.
These skills enable the board to effectively manage relationships with clients and stakeholders to effectively resolve issues facing the organisation.
| Risk & capital management and controls | 12/15 | Accounting and auditing | 13/15 |
|---|---|---|---|
| Technology and cybersecurity | 11/15 | Leadership of a large complex organisation | 12/15 |
Skills and experience in assessment and management of financial and non-financial risks and capital management.
Knowledge of or experience in accounting, financial reporting and auditing processes and standards.
Knowledge of or experience in or oversight of innovative technology, cybersecurity, information systems, fintech, data and privacy management.
These skills enable the board to effectively oversee the group's financial position and condition and the accurate reporting thereof, and to assess the group's strategic objectives from a financial perspective.
These skills enable the board to effectively oversee the group's operations, assets and systems as well as the group's ongoing investment in and development of innovative technology and digitisation.
Senior executive experience in managing business operations and strategic planning.
These skills allow board members to effectively oversee the group's complex operations.
| People development, diversity and inclusion, and remuneration | 88 | 13/15 |
|---|---|---|
| Public company governance | 6 | 13/15 |
| Regulation, public policy, macroeconomic policy | 12/15 | Environmental and social |
| 10/15 |
Experience in senior executive development, succession planning, diversity, inclusion and executive remuneration.
Knowledge of public company governance matters, policies and best practices.
Understanding of and experience in regulated businesses, regulatory requirements, including conduct and culture, and relationships with global regulators.
These skills assist the board in shaping group policies, considering and adopting applicable corporate governance practices, regulations, interacting with key stakeholders and understanding the impact of various policies on the group's functions.
These skills enable the board to assess and oversee the group's compliance with applicable regulations and ensure appropriate conduct.
STANDARD BANK GROUP GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
KUP
GO
DEPARTMENT OF DEFENSE
Ongoing director education contributes to the board's awareness of relevant trends and development of skills to offer relevant counsel and provide effective oversight as the group delivers against its strategic objectives. Ongoing director education dates are scheduled in advance and form part of the board's annual calendar.
In the first half of 2024, board members attended sessions facilitated by various specialists in the field of data science. Themes covered included theory and common terminology, use cases in Standard Bank, the advancements of AI, generative AI usage and use cases in global financial services, and how AI is expected to affect our industry, risk management, operating model and capabilities. The adoption of AI continues to form part of regular group and business unit reporting to the board and board committees.
The board considered the findings from the group's fourth biennial independent cyber risk review, performed by a world-leading broker and risk advisor. This formed part of GITC's oversight responsibilities and was presented at the GITC meeting in March 2024. Board members were invited to attend this session as part of ongoing awareness of cyber risk and cybersecurity trends.
Board awareness was further enhanced through the discussion of various agenda items at board and board committee meetings. These discussions covered a wide range of topics, including sustainability, climate risk and organisational resilience, ensuring that board members were well-informed about key issues and developments impacting the organisation. By engaging in detailed deliberations on strategic, operational, and governance matters, the board was able to gain a comprehensive understanding of the challenges and opportunities facing the group. This approach not only facilitated informed decision-making but also reinforced the board's commitment to effective oversight and governance.
In addition, directors are kept abreast of applicable laws and regulations, changes to legislation, standards and codes, as well as relevant financial sector developments that could affect the group and its operations.
In March 2025, in partnership with the Gordon Institute of Business Science (GIBS), the board embarked on a 12-month programme which focuses on emerging climate-related matters, with a view of further strengthening the board's role in overseeing these within the group's strategy and context.
The board's appointment process is formal and transparent, in line with the board nomination and appointment policy. When considering candidates for nomination, the board considers its skills matrix, draws from director search specifications, the group's strategy, feedback from board evaluations and the gender and race diversity policy. A background search is conducted on the potential candidate and their skills, experience, availability, possible conflicts of interest and likely fit. Demonstrated integrity, proven leadership and other time commitments are also considered. In accordance with the Companies Act and the group's MOI, a director appointed by the board holds office until the first AGM after their appointment, when their appointment is presented to shareholders for approval.
Board appointment process:
Newly appointed directors are given access to the group governance reference manual containing relevant governance information, including the company's founding documents, mandates, governance structures, significant reports, applicable legislation and policies. One-on-one meetings and site visits are scheduled with management and the group secretary to introduce new directors to the group and its operations. The remainder of the induction programme is tailored to each new director's specific requirements.
The group's MOI provides that at every AGM of the company, one-third of non-executive directors are required to retire from office. The non-executive directors to retire shall be those who have been in office the longest, as calculated from the last re-election or appointment date and, if eligible, may stand for re-election. In addition, if at the date of the AGM, any non-executive director shall have held office for a period of three years since their appointment or re-election, they shall retire as one of the directors referred to above or in addition thereto. At the upcoming 2025 AGM, Geraldine Fraser-Moleketi, Trix Kennealy, Rose Ogega, Li Li, and Fenglin Tian will retire and being eligible, avail themselves for re-election.
Annually, the board deliberates and approves the categorisation of directors as independent using the criteria set out in the King Code and SARB Prudential Authority Directive 4 of 2018 (the directive) objective and baseline test which set out circumstances that deem a director as not being independent.
When assessing independence of directors, the review process includes a self-assessment by each director as well as consideration of each director's circumstances by the board. Consideration is also given to whether directors' interests, position, association or relatives, are likely to unduly influence or cause bias in decision-making when judged from the perspective of a reasonable and informed third-party.
Provision 8.1.2.8 of the directive deems non-executive directors who have served on the board for a period of nine years or more as not independent. Accordingly, Martin Oduor-Otieno, who was appointed on 1 January 2016, was reclassified as a non-executive director with effect from 1 January 2025, and therefore relinquished his membership of GAC. He remains a member of GITC and GSESC. In line with the group's tenure policy, Martin will retire at the group's 2025 AGM and will not be eligible for re-election.
In November 2025, four non-executive directors will reach their nine-year tenure, and will therefore be reclassified as non-independent. Succession plans are in place to address board composition and the chairmanship of affected committees.
The DAC supports the board in ensuring continuity plans are in place for orderly board succession, and the board is satisfied that senior executive succession planning is receiving sufficient focus both at a board and management level.
STANDARD BANK GROUP GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
COP
GROUPE
The separation of roles and responsibilities of the chairman, lead independent director, group CEO and group secretary is clearly defined in the board mandate, to ensure that no individual or group of individuals has unrestricted powers and that the appropriate balance of power and authority exists on the board.
The board considered the competence, qualifications and experience of the group secretary at its 12 March 2025 meeting and concluded that he is competent to carry out his duties. The board is satisfied that an arm's length relationship exists between itself and the group secretary as envisaged in the JSE Listings Requirements.
STANDARD BANK GROUP GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
< > >
G
The board ensures that its arrangements for delegation within its own structures promote independent judgement and assists with the balance of power and the effective discharge of duties.
The board's governance structures ensure effective board oversight. The board has delegated certain functions to its committees in line with the corporate governance framework and relevant legislation. Each committee has a board-approved mandate which is reviewed annually. In determining the composition of committees, the board considers the skills and experience of its members, applicable regulations, and the committee mandate. With the exception of GITC, GSESC, LECC and GMAC, where appropriate and in line with regulations, board committees comprise non-executive directors only, with the majority being independent.
Committee chairmen are accountable for the effective functioning of board committees. They provide verbal updates and submit reports to the board on committee activities at each board meeting.
The minutes of board committee meetings are also included in the board packs for noting. Annually, committee chairmen provide the board with an opinion on the committees' effectiveness.
The review of the board's compliance with the provisions of the respective mandates is done annually. The board is satisfied that it has fulfilled its responsibilities in accordance with its terms of reference for the reporting period.
The group's external auditors conduct a limited assurance assessment on the review and express an opinion in this regard.
STANDARD BANK GROUP GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
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For the year under review, the committee is satisfied that it has fulfilled its obligations in terms of its mandate.
KEY COMMITTEE ACTIVITIES
| 1 | Corporate governance |
|---|---|
| 2 | Succession planning |
| 3 | Board performance review |
| 4 | Subsidiary governance framework |
Nonkululeko Nyembezi Committee chairman
| Membership | Attendance and eligibility | Appointed to committee | |
|---|---|---|---|
| Nonkululeko Nyembezi (chairman) | ● | 4/4 | 1 June 2022 |
| Geraldine Fraser-Moleketi | ● | 4/4 | 30 November 2016 |
| Trix Kennealy | ● | 4/4 | 2 November 2021 |
| Li Li* | ● | 4/4 | 11 November 2021 |
| Nomgando Matyumza | ● | 4/4 | 1 April 2020 |
STANDARD BANK GROUP GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
<口>
G
n
In discharging its responsibilities as set out in the committee’s terms of reference, the following were some of the key focus areas for the year under review:
STANDARD BANK GROUP GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
<口>
G
For the year under review, the committee is satisfied that it has fulfilled its obligations in terms of its mandate.
KEY COMMITTEE ACTIVITIES
| 1 | Subsidiary assurance oversight |
|---|---|
| 2 | Internal audit |
| 3 | Compliance |
| 4 | Tax |
| 5 | Financial accounting |
| 6 | Financial control |
| 7 | Non-audit services |
| 8 | Interim and annual financial statements |
| 9 | External reporting |
| 10 | External audit |
| 11 | Regulatory matters |
Trix Kennealy Committee chairman
| Membership | Attendance and eligibility | Appointed to committee | |
|---|---|---|---|
| Trix Kennealy (chairman) | ○ | 9/9 | 30 November 2016 (as member) |
| 24 May 2018 (as chairman) | |||
| Lwazi Bam | ○ | 9/9 | 8 March 2023 |
| Sola David-Borha | ○ | 3/3 | 1 July 2024 |
| Nomgando Matyumza | ○ | 9/9 | 15 August 2018 |
| Rose Ogega | ○ | - | 12 March 2025 |
○ Independent non-executive director
STANDARD BANK GROUP GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
CO
This included two meetings to consider quarterly financial results for publication on SENS, a meeting with the SARB Prudential Authority following the publication of the group's annual financial results and the annual trilateral meeting with the SARB Prudential Authority to provide feedback on key external and internal audit findings.
In discharging its responsibilities as set out in the committee’s terms of reference, the following were some of the key focus areas for the year under review:
STANDARD BANK GROUP GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
C O P
G A
STANDARD BANK GROUP GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
<口>
G
STANDARD BANK GROUP GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
<口>
G
For the year under review, the committee is satisfied that it has fulfilled its obligations in terms of its mandate.
| 1 | Financial and non-financial risk management |
|---|---|
| 2 | Capital and liquidity risk management |
| 3 | Internal capital adequacy assessment process and financial conglomerate – capital and risk assessment |
| 4 | Regulatory matters |
| 5 | Governance |
Ben Kruger Committee chairman
| Membership | Attendance and eligibility | Appointed to committee | |
|---|---|---|---|
| Ben Kruger (chairman) | ○ | 4/4 | 18 August 2022 (as member) |
| 1 January 2023 (as chairman) | |||
| Lwazi Bam | ○ | 4/4 | 8 March 2023 |
| Paul Cook | ○ | - | 12 March 2025 |
| Sola David-Borha | ○ | 2/2 | 1 July 2024 |
| Geraldine Fraser-Moleketi | ○ | 4/4 | 30 November 2016 |
| Trix Kennealy | ○ | 4/4 | 30 November 2016 |
| Li Li* | ○ | 4/4 | 11 November 2021 |
| Jacko Maree | ○ | 4/4 | 16 August 2017 |
| Nomgando Matyumza | ○ | 4/4 | 30 November 2016 |
| Nonkululeko Nyembezi | ○ | 4/4 | 1 April 2020 |
| Rose Ogega | ○ | - | 12 March 2025 |
Independent non-executive director
Non-executive director
STANDARD BANK GROUP GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
<口>
In addition, the chairman met with management on a number of occasions to review and discuss significant matters between scheduled committee meetings. Where necessary, committee and board members were informed of any major current risk issues which needed to be brought to their attention in a timely manner.
In discharging its responsibilities as set out in the committee’s terms of reference, the following were key focus areas for the year under review:
STANDARD BANK GROUP GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
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三
STANDARD BANK GROUP GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
<口>
G
For the year under review, the committee is satisfied that it has fulfilled its obligations in terms of its mandate.
KEY COMMITTEE ACTIVITIES
| 1 | Technology strategy |
|---|---|
| 2 | Technology cost and investment |
| 3 | Technology risk |
| 4 | Information security and cybersecurity |
| 5 | Governance and assurance |
Paul Cook Committee chairman
| Membership | Attendance and eligibility | Appointed to committee | |
|---|---|---|---|
| Paul Cook (chairman) | ○ | 4/4 | 10 March 2021 (as member) |
| 12 June 2023 (as chairman) | |||
| Arno Daehnke | ○ | 4/4 | 25 May 2016 |
| Ben Kruger | ○ | 4/4 | 18 August 2022 |
| Li Li* | ○ | 4/4 | 11 November 2021 |
| Nonkululeko Nyembezi | ○ | 4/4 | 1 April 2020 |
| Martin Oduor-Otieno | ○ | 4/4 | 18 August 2022 |
| Sim Tshabalala | ○ | 4/4 | 27 May 2014 |
STANDARD BANK GROUP GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
<口>
G
In discharging its responsibilities as set out in the committee’s terms of reference, the following were key focus areas for the year under review:
Reviewed business unit technology reports with focus on business unit level client experience; system stability and security; simplification; cloud progress; and AI
Reviewed quarterly updates on the group's technology performance and risk metrics
STANDARD BANK GROUP GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
<口>
G
For the year under review, the committee is satisfied that it has fulfilled its obligations in terms of its mandate.
KEY COMMITTEE ACTIVITIES
| 1 | Transformation |
|---|---|
| 2 | Employee engagement |
| 3 | Ethics, conduct and culture |
| 4 | Stakeholder engagement |
| 5 | Socioeconomic development |
| 6 | ESG |
Geraldine Fraser-Moleketi Committee chairman
| Membership | Attendance and eligibility | Appointed to committee | |
|---|---|---|---|
| Geraldine Fraser-Moleketi (chairman) | ✘ | 4/4 | 30 November 2016 (as member) |
| 1 January 2023 (as chairman) | |||
| Lwazi Bam | ✘ | 4/4 | 8 March 2023 |
| Paul Cook | ✘ | 4/4 | 18 August 2021 |
| Sola David-Borha | ✘ | 2/2 | 1 July 2024 |
| Kenny Fihla* | ✘ | 1/1 | 1 September 2024 |
| Jacko Maree | ✘ | 4/4 | 30 November 2016 |
| Nonkululeko Nyembezi | ✘ | 4/4 | 18 August 2022 |
| Martin Oduor-Otieno | ✘ | 4/4 | 25 May 2016 |
| Sim Tshabalala | ✘ | 4/4 | 9 November 2010 |
Independent non-executive director
Non-executive director
Executive director
Executive member
STANDARD BANK GROUP GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
<口>
In discharging its responsibilities, as set out in the committee’s terms of reference, the following were some of the key focus areas for the year:
STANDARD BANK GROUP GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
<口>
G
For the year under review, the committee is satisfied that it has fulfilled its obligations in terms of its mandate.
KEY COMMITTEE ACTIVITIES
| 1 | Remuneration |
|---|---|
| 3 | Incentive schemes, share-based payments and other benefits |
| 3 | Subsidiary remuneration committees |
| 4 | Governance |
Trix Kennealy Committee chairman
| Membership | Attendance and eligibility | Appointed to committee | |
|---|---|---|---|
| Trix Kennealy (chairman) | ● | 5/5 | 30 November 2016 (as member) |
| 26 June 2020 (as chairman) | |||
| Lwazi Bam | ● | - | 12 March 2025 |
| Ben Kruger | ● | 5/5 | 18 August 2022 |
| Jacko Maree | ● | 5/5 | 30 November 2016 |
| Nomgando Matyumza | ● | 5/5 | 30 November 2016 |
| Nonkululeko Nyembezi | ● | 5/5 | 18 August 2022 |
● Independent non-executive director
STANDARD BANK GROUP GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
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G N 三
In discharging its responsibilities set out in the committee’s terms of reference, the following were key focus areas for the year under review:
STANDARD BANK GROUP GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
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G
For the year under review, the committee is satisfied that it has fulfilled its obligations in terms of its mandate.
KEY COMMITTEE ACTIVITIES
Jacko Maree Committee chairman
| Membership | Attendance and eligibility | Appointed to committee | |
|---|---|---|---|
| Jacko Maree (chairman) | ● | 4/4 | 30 November 2016 (as member) |
| 1 March 2017 (as chairman) | |||
| Bill Blackie | ● | 4/4 | 1 January 2022 |
| Paul Cook | ● | 4/4 | 10 March 2021 |
| Arno Daehnke | ● | 4/4 | 25 May 2016 |
| David Hodnett | ● | 4/4 | 3 June 2019 |
| Luvuyo Masinda | ● | 1/1 | 1 September 2024 |
| Funeka Montjane | ● | 4/4 | 10 March 2021 |
| Sim Tshabalala | ● | 4/4 | 29 May 2013 |
Independent non-executive director
Executive director
Executive member
STANDARD BANK GROUP
GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
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G N
In discharging its responsibilities as set out in the committee’s terms of reference, the following were key focus areas for the year under review:
STANDARD BANK GROUP GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
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G
For the year under review, the committee is satisfied that it has fulfilled its obligations in terms of its mandate.
Ben Kruger Committee chairman
The group large exposure credit committee was established for the approval of large exposures in accordance with regulatory requirements. In this regard, the committee:
Committee meetings are scheduled monthly or as and when required, to review and approve applications in accordance with the committee's mandate. In compliance with the committee mandate, where members who were required for quorum purposes were unable to attend a meeting, they have confirmed their review and approval of a large exposure application by signing a resolution to this effect.
During 2024, twelve committee meetings were held, and one round robin resolution was circulated to review and approve loans, advances or credit in accordance with the committee's mandate and as aligned to regulatory requirements in respect of large exposures.
| Membership | Attendance and eligibility (including round robin approvals) | Appointed to committee | |
|---|---|---|---|
| Ben Kruger (chairman) | ● | 13/13 | 18 August 2022 (as member) |
| 1 January 2023 (as chairman) | |||
| Lwazi Bam | ● | 13/13 | 8 March 2023 |
| Carel Buitendag | ● | 13/13 | 1 July 2021 |
| Arno Daehnke | ● | 13/13 | 1 July 2021 |
| Sola David-Borha | ● | - | 12 March 2025 |
| Kenny Fihla* | ● | 12/13 | 1 July 2021 |
| David Hodnett | ● | 13/13 | 1 July 2021 |
| Jacko Maree | ● | 13/13 | 1 July 2021 |
| Luvuyo Masinda | ● | 10/13 | 1 July 2021 |
| Musa Motloung | ● | 13/13 | 1 October 2023 |
| Nonkululeko Nyembezi | ● | 13/13 | 1 September 2021 |
| Sim Tshabalala | ● | 13/13 | 1 July 2021 |
● Independent non-executive director
● Executive director
● Executive member
STANDARD BANK GROUP
GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
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G
The board ensures that the evaluation of its own performance, and that of its committees, its chair and its individual members supports continued improvement in its performance and effectiveness.
The board assesses its performance and that of its committees in a number of ways:
A detailed assessment of the board and board committees' compliance with the provisions of their respective mandates is done annually. The group's external auditors conduct a limited assurance assessment on the review and express an opinion in this regard.
The chairman, the board and its committees undergo an effectiveness evaluation annually in terms of Section 64B 2(b)(iv) of the Banks Act. The board alternates every other year between an externally facilitated independent evaluation, and an internal evaluation facilitated by the group secretary. Directors are also given an opportunity to assess their peers.
Evaluation of individual director performance is carried out by the chairman in one-on-one discussions with individual directors.
The annual board effectiveness review provides an opportunity to identify greater efficiencies, maximise strengths and highlight areas of further development to enable the board to continually improve its performance.
Notwithstanding the board's continuing progression and its effectiveness in fulfilling its governance and strategic oversight responsibilities, observations on areas requiring attention or improvement were identified as part of the 2023 internal effectiveness review and an action plan was developed to address these. A detailed progress report was presented and discussed at board meetings throughout 2024, with the final report being tabled in November 2024, where it was concluded that all significant findings
had either been substantially addressed or were assessed to be appropriately on track. This concerted effort reflects the board's commitment to continuous enhancement and underscores its responsiveness to feedback and evolving governance practices.
The 2024 board effectiveness review process was externally facilitated, and conducted by The Board Practice, in conjunction with the chairman and group secretary, with oversight by the DAC. The evaluation took the form of a series of questions with the opportunity to provide free text comments or observations throughout the questionnaire as well as one-on-one interviews with individual board members.
STANDARD BANK GROUP GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
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G A
Overall, board members agree that the board continues to operate effectively. The board is a well-established and high-performing board which continues to operate as a strategic asset to the organisation, characterised by skilled and committed members.
The board is well equipped to address emerging risks and opportunities, ensuring the group navigates current challenges effectively. Additionally, the board remains committed to strategic planning and oversight, safeguarding the group's long-term success and its ability to adapt in an ever-changing global landscape.
Board committees are effective elements of the overall oversight and governance framework and operate within clearly defined mandates, with effective support from the group secretary.
The board ensures that the appointment of and delegation to management contributes to role clarity and the effective exercise of authority and responsibilities.
The board is responsible for appointing the group CEO and is kept abreast of executive management succession plans. It has delegated the management of the day-to-day business and affairs of the group to the group CEO, with full power on behalf of and in the name of the group. The group CEO's role is set out in writing and evaluation against his performance is carried out by the board, led by the chairman.
The group also has in place a delegation of authority framework, which is reviewed annually in consultation with the group finance function and with oversight from the GAC, to ensure that financial limits remain appropriate. The group secretary monitors effective implementation of the authority delegated to the group CEO.
The board is satisfied that the arrangements for its delegation within its own structure promotes independent judgement and assists with a balance of power and the effective discharge of its duties.
STANDARD BANK GROUP GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
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G
The group CEO is accountable for the implementation of the group strategy and performance of the group. He is supported by the group leadership council (GLC), which has been constituted to support him in executing on the group's strategic priorities and to ensure that there is overall coordination across the group in the delivery of group's commitments made to customers, employees, regulators and other key stakeholders.
Ultimate executive decision-making powers and accountability remain vested with the group CEO and all members of the GLC exercise powers in accordance with their delegated authority. The skills and experience of committee members underpin the group's ability to deliver its strategy.
| Sim Tshabalala
Group CEO, SBG, and executive director, SBG and SBSA
QUALIFICATIONS
BA, LLB (Rhodes), LLM (University of Notre Dame, USA), HDip Tax (Wits), AMP (Harvard) | | David Hodnett
Chief risk & corporate affairs officer
QUALIFICATIONS
BCom (Wits), BAcc (Wits), CA(SA), MBA (Manchester Business School/University of Wales), Advanced Diploma in Banking (UJ) | | Funeka Montjane
CEO, PPB
QUALIFICATIONS
BCom (Hons) (Wits), MCom (UJ), CA(SA) |
| --- | --- | --- | --- | --- |
| Arno Daehnke
Chief finance & value management officer, SBG and executive director, SBG and SBSA
QUALIFICATIONS
BSc, MSc (UCT), PhD (Vienna University of Technology), MBA (Milpark), AMP (Wharton) | | Adam Iktdal
Chief strategy officer
QUALIFICATIONS
Bachelor in Business and Administration (University of Stavanger), MSc (Strategy and Finance) (Norwegian School of Economics) | | Margaret Nienaber
Chief operating officer
QUALIFICATIONS
BCompt (Hons) (UFS), CA(SA) |
| Bill Blackie
CEO, BCB
QUALIFICATIONS
BCom (Rhodes), LLB (Rhodes), MBA (UCT), AMP (INSEAD) | | Yuresh Maharaj
CEO, IAM
QUALIFICATIONS
BCom (Hons) (UKZN), BCom Accounting (UKZN), CA(SA) | | Sharon Taylor
Chief people & culture officer
QUALIFICATIONS
BCom (UKZN), BCom (Hons) (UNISA) |
| Kenny Fihla
Deputy CEO
QUALIFICATIONS
MSc (University of London), MBA (Wits) | | Luvuyo Masinda
CEO, CIB
QUALIFICATIONS*
BCom (Hons) (UKZN), CA(SA) | | |
STANDARD BANK GROUP GOVERNANCE REPORT 49
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
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G
The board governs risk in a way that supports the group in setting and achieving its strategic objectives.
On behalf of the board, GRCMC ensures oversight over the governance of risk and capital management by setting the direction for how the group's risk and capital management should be approached and addressed. It regularly reviews and assesses the adequacy and effectiveness of the risk management framework by ensuring that risk and capital management standards and policies are in place which support the group strategy, are fit for purpose and are effective operationally. It evaluates and agrees the nature and extent of opportunities and associated risks that the group is willing to take in pursuit of its strategic objectives and supports a climate of discipline and control.
The board governs technology and information in a way that supports the group setting and achieving its strategic objectives.
The board understands that information and technology are integral components in executing on the group's strategic priorities to achieve its commitments and deliver its purpose.
The GITC assists with the oversight of the strategic direction and transformation of the group's information security, technology and data capabilities. It ensures that prudent and reasonable steps are taken to govern technology and information in line with King IV.
Technology and information risks are integrated in the group's risk management framework and are considered by GRCMC as part of its oversight of non-financial risk. The GAC monitors the implementation of remedial actions listed in the internal audit reports.
STANDARD BANK GROUP
GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
GOVER
The board governs compliance with applicable laws, and adopted non-binding rules, codes and standards in a way that supports the group being ethical and a good corporate citizen.
Doing the right business the right way and complying with applicable legislation, regulations, standards and codes is integral to the group's culture and imperative to achieving its strategy and ensuring its legacy. Oversight over compliance management is delegated to GAC which reviews and approves the mandate of the group chief compliance officer who, on a quarterly basis, reports on the status of compliance risk management across the group, significant areas of non-compliance, as well as interaction with regulators.
Refer to principle 3 on the group's governance of ethics and considerations on being a responsible corporate citizen.
Refer to GAC activities on pages 31 to 34.
The board ensures that the group remunerates fairly, responsibly and transparently to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term.
Through Remco, the board ensures that the group adopts remuneration policies and practices that are aligned with the group strategy, promote sound risk management in line with group's values and code of ethics and conduct whilst creating value for the group over the long term. It periodically reviews remuneration policies to ensure that the design and management of remuneration practices motivate sustained high performance, promote appropriate risk-taking behaviour and are linked to individual and corporate performance. It also ensures transparency and disclosure to enable a reasonable assessment by stakeholders of reward practices and governance processes within the group. In line with the requirements of King IV and the JSE Listings Requirements, the group's remuneration policy and remuneration implementation reports are tabled to shareholders for a non-binding advisory vote at the group's AGM.
For more details on the remuneration practices including remuneration policy and the implementation report, refer to the remuneration report.
For detailed account on Remco's activities throughout the period, refer to pages 42 to 43.
The board ensures that assurance services and functions enable an effective control environment, and that these support the integrity of information for internal decision-making and of the group's external reports.
The GAC ensures that the group applies a combined assurance model through a coordinated approach to all assurance activities. It reviews the plans and work outputs of external and internal audit, as well as reports on compliance, and concludes on their adequacy to address all significant financial risks facing the business which could impair the integrity of information used for decision-making and external reporting.
GAC is responsible for overseeing the performance of the internal audit function and adequacy of its resources. It reviews and approves the internal audit charter and audit plan, and evaluates the independence, effectiveness and performance of the internal audit function and its compliance with its charter. It also reviews significant issues raised during the internal audit processes and the adequacy of corrective action in response to such findings. In respect of the external auditors, the GAC reviews the independence of the external auditors, recommends their appointment to shareholders for approval and oversees the external audit process.
Refer to GAC activities on pages 31 to 34.
Refer to audit committee report in the annual financial statements.
STANDARD BANK GROUP GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
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G
In the execution of its governance role and responsibilities, the board adopts a stakeholder-inclusive approach that balances the needs, interests and expectations of material stakeholders in the best interest of the group over time.
The GSESC oversees the group's approach to stakeholder engagement on the group's legitimacy and social relevance. The group's stakeholder engagement activities are governed by the stakeholder engagement policy and stakeholder engagement principles that set out the formal processes and areas of responsibility.
Through our stakeholder engagement processes, the group is committed to understanding and being responsive to the interests and expectations of stakeholders and to partnering with them to find solutions to sustainability challenges. The group's stakeholder engagement report is tabled quarterly and considered by GSESC and the board at their meetings.
Refer to RTS on our group's impact on the societies, economies and environment in which we operate.
An important part of our approach to governing our stakeholder relationships is to ensure our shareholders' views are heard and fully considered. Our AGM provides an opportunity for the board to interact with and be accountable to shareholders. Notices of the meetings are sent to shareholders within the timeframes established by law and are available on the group's investor relations website. The notice includes the resolutions to be considered at the meeting, details of the percentage needed to support each resolution and how shareholders can access the AGM.
The board, including the group CEO and group chief finance & value management officer and other key members of management, are present at the AGM to answer any questions from shareholders. Minutes of the meetings are available to shareholders on request from the group secretary's office. The voting outcome of resolutions is published through the stock exchange news service (SENS) of the JSE and posted on the group's website within 48 hours of conclusion of the meeting.
The group hosted a virtual AGM in 2024. Shareholders had the opportunity to view and listen to the proceedings, to speak and ask questions in real time via audio or video capability, to post written questions online during the meeting via the meeting platform, and to cast their votes on the shareholder resolutions. The board also ensured that shareholders were given the opportunity to submit questions ahead of the AGM, with all questions being carefully considered and answered individually by the board chairman, the group CEO and other members of the board and executive, where relevant. In addition, extensive shareholder engagements took place with the chairman of the board, the chairman of Remco and other members of management in the lead-up to the AGM in the context of seeking shareholders' views on and support for the proposed resolutions.
For more on engagements with shareholders, refer to the ESG report and the remuneration report on engagements relating to remuneration policy.
STANDARD BANK GROUP GOVERNANCE REPORT
VALUE CREATION THROUGH GOOD CORPORATE GOVERNANCE PRINCIPLES
Leadership, ethics and corporate citizenship | Strategy, performance and reporting | Governing structures and delegation of authority Governance of functional areas | Stakeholder relationships
You Tube
We are committed to ensuring that all holders of the same class of shares issued by the company are treated equitably. The MOI does not make any provisions for defensive mechanisms and conforms to the principle of one share, one vote and one dividend. Our MOI provides for three classes of shares, namely one class of ordinary shares and two classes of preference shares. Shares in each class have the same rights. In any class of shares, there are no non-voting or multiple voting shares, neither are there shares that limit the number of votes that can be cast by a single shareholder, other than those instances established by law. Preference shareholders are entitled to receive dividends prior to ordinary shareholders and may only vote at a general meeting if their dividend payments are in arrears for more than six months and/or vote on a resolution that affects the rights attached to the preference shares, which may cause the reduction of the company's share capital or the winding up of the company.
The board of the holding company must assume responsibility for governance across the group and set direction for how the relationships and exercise of power within the group should be approached and conducted. To do this, group subsidiaries have adopted the group's subsidiary governance framework. The framework is a collective system of practices and guidelines drawn from the corporate governance codes across the jurisdictions in which the group operates and developed with participation from all group banking subsidiaries. The fundamental objective of the framework seeks to demonstrate that there is sufficient mechanisms and corporate governance guidelines across all the group's subsidiaries.
The Basel Committee on Banking Supervision (BCBS) Corporate Governance Principles is the overarching ethos of the framework and takes into consideration consistent trends flowing from subsidiaries' local corporate governance practices to achieve robust and transparent risk management and decision making. The framework is intended to complement local corporate governance codes and set a minimum standard on governance arrangements across all entities.
In adopting the framework, the board ensures that there are adequate governance structures and processes in place to contribute to the effective supervision of subsidiary companies, taking into consideration the nature, size, and complexity of the different risks facing the group and its subsidiaries.
The board, through the DAC, is responsible for monitoring and reviewing the effectiveness of this framework to ensure that it continues to remain current and reflects best practice. Each subsidiary is required to adopt an application register for the implementation and embedment of the framework.
The group may nominate directors for appointment on subsidiary boards. The biennial nominated directors' conference aims to enhance alignment between the group and directors nominated to serve on subsidiary boards. The 2024 conference focused extensively on the outcomes of the shareholder compact roadshows that took place in Q1 and Q2 2024.
As part of the governing of the group subsidiaries, a governance health dashboard was developed in 2024 which incorporates board and corporate governance metrics and assesses the overall health of the governance of subsidiaries.
The Prudential Standards for Financial Conglomerates (the Standards), as published by the SARB Prudential Authority under relevant sections of the Financial Sector Regulation Act, 2017 (Act No. 9 of 2017) came into effect on 1 January 2022.
The board of directors of the holding company of a financial conglomerate is ultimately responsible to ensure the financial conglomerate meets the requirements for financial conglomerates on a continuous basis.
The board considered the group's application of the responsibilities as outlined in various sections of the Standards, particularly insofar as the board of the holding company is concerned. The holding company is substantially compliant with the requirements of the Standards and where necessary, will continue to enhance its oversight over its significant subsidiaries.
Updates on significant legal entity matters are incorporated in group management reports tabled at various board committee meetings, and subsidiaries report back to group board and board committees on key matters discussed at legal entity boards and board committees. Minutes or committee chairmen's reports from subsidiary board and board committee meetings, on matters deemed significant at a group level, are tabled at relevant group board committees.
STANDARD BANK GROUP GOVERNANCE REPORT
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The board continues to ensure that it maintains its commitment to high standards of corporate governance through transparency, good performance, effective controls, integrity and a sound, ethical culture across the group.
CONTACT AND OTHER DETAILS
Krugger Park South Africa
STANDARD BANK GROUP
GOVERNANCE REPORT
ADDITIONAL INFORMATION
Contact and other details
Registration No. 1969/017128/06
Incorporated in the Republic of South Africa
9th Floor, Standard Bank Centre
5 Simmonds Street, Johannesburg, 2001
PO Box 7725, Johannesburg, 2000
Tel: +27 11 636 9111
Arno Daehnke
Email: Arno.Daehnke@standardbank.co.za
Sarah Rivett-Carnac
Email: Sarah.Rivett-Carnac@standardbank.co.za
Kobus Froneman
Email: Kobus.Froneman@standardbank.co.za
Virginia Magapatona
Email: Virginia.Magapatona@standardbank.co.za
Please direct all customer queries and comments to:
Email: information@standardbank.co.za
Please direct all shareholder queries and comments to:
Email: relations.investors@standardbank.co.za
Please direct all media queries and comments to:
Email: Mediarelations@standardbank.co.za
This document contains certain statements that are "forward-looking" with respect to certain of the group's plans, goals and expectations relating to its future performance, results, strategies and objectives. Words such as "may", "could", "will", "expect", "intend", "estimate", "anticipate", "aim", "outlook", "believe", "plan", "seek", "predict" or similar expressions typically identify forward-looking statements. These forward-looking statements are not statements of fact or guarantee of future performance, results, strategies and objectives, and by their nature involve risk and uncertainty because they relate to future events and circumstances which are difficult to predict and are beyond the group's control, including but not limited to, domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of regulatory authorities (including changes related to capital and solvency requirements), the impact of competition, inflation, deflation, the timing impact and other uncertainties of future acquisitions or combinations within relevant industries, as well as the impact of changes in domestic and global legislation and regulations in the jurisdictions in which the group and its affiliates operate. The group's actual future performance, results, strategies and objectives may differ materially from the plans, goals and expectations expressed or implied in the forward-looking statements. The group makes no representations or warranty, express or implied, that these forward-looking statements will be achieved, and undue reliance should not be placed on such statements. The forward-looking statements in this document are not reviewed and reported on by the group's external assurance providers. The group undertakes no obligation to update the historical information or forward-looking statements in this document and does not assume responsibility for any loss or damage arising as a result of the reliance by any party thereon.
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