| (1) | Subject to subsection (3) the board of directors of a bank and controlling company shall establish a directors’ affairs committee, consisting only of non-executive directors of the bank or controlling company. |
| (2) | The functions of the directors’ affairs committee shall be to assist the board of directors— |
| (a) | in its determination and evaluation of the adequacy, efficiency and appropriateness of the corporate governance structure and practices of the bank or controlling company; |
| (b) | to establish and maintain a board directorship continuity programme entailing— |
| (i) | a review of the performance of and planning for successors to the executive directors; |
| (ii) | measures to ensure continuity of non-executive directors; |
| (iii) | a regular review of the composition of skills, experience and other qualities required for the effectiveness of the board; and |
| (iv) | an annual self-assessment of the board as a whole and of the contribution of each individual director; |
| (c) | in the nomination of successors to the key positions in the bank or controlling company in order to ensure that a management succession plan is in place; |
| (d) | in determining whether the services of any director should be terminated; |
| (e) | in ensuring that the bank or controlling company is at all times in compliance with all applicable laws, regulations and codes of conduct and practices; and |
| (f) | to perform such further functions as may be prescribed. |
| (3) | The Authority may upon written application exempt the board of directors of a bank from the duty to appoint a directors' affairs committee in respect of a bank if the Authority is satisfied that the directors' affairs committee appointed in respect of the relevant controlling company, in addition to its responsibilities in respect of that controlling company, is able to also adequately assume the responsibilities of a directors' affairs committee in respect of that bank. |
[Section 64B substituted by section 19 of Act No. 20 of 2007]
