| (1) | Notwithstanding anything to the contrary in any law, the board of directors and executive officers of a bank shall establish and maintain an adequate and effective process of corporate governance, which shall be consistent with the nature, complexity and risks inherent in the activities and the business of the bank concerned. |
| (2) | The process of corporate governance shall be established with the objective of achieving the bank’s strategic and business objectives efficiently, effectively, ethically and equitably (within acceptable risk parameters), to ensure— |
| (a) | compliance with the strategic framework and guidelines established for the bank or controlling company; |
| (b) | commitment by the executive officers of the bank or controlling company to adhere to corporate behaviour that is universally recognised and accepted as correct and proper; |
| (c) | a balance of interests of the shareholders and other interested persons who may be affected by the conduct of directors or executive officers of the bank or controlling company within a framework of effective accountability; |
| (d) | that mechanisms and procedures are established and maintained to minimize or avoid potential conflicts of interests between the business interests of the bank or controlling company and the personal interests of directors or executive officers of the bank or controlling company; |
| (e) | responsible conduct by the directors and executive officers of the bank or controlling company; |
| (f) | the achievement of the maximum level of efficiency and profitability of the bank within an acceptable risk profile for the bank or controlling company; |
| (g) | the timely, accurate and meaningful disclosure of matters that are material to the business of the bank or controlling company or the interests of the shareholders of or other persons having an interest in the bank or controlling company; |
| (h) | that the board of directors retains control over the strategic and business direction of the bank or controlling company, whilst enabling its executives to manage the bank’s or controlling company’s operations and the achievement of the agreed strategic and business objectives; and |
| (i) | compliance with all applicable laws and regulations. |
| (3) | A bank shall establish and maintain the process of corporate governance in accordance with any requirements that may be prescribed in the Regulations relating to Banks. |
[Section 60B inserted by section 41 of Act No. 19 of 2003]
