Governance | Nedbank

Overview
Board committees
Policies and procedures
Regulators and industry bodies

Governance and ethics

Nedbank’s governance is established by the tone set at the top through purpose-driven leadership by the board and management, and the values and behaviours expected of all employees in the organisation. Our leadership continues to drive and enable new governance mindsets and capabilities required to manage and thrive in an agile, digital and disruptive environment.

We are committed to the highest standards of governance, ethics and integrity, which are essential for sustained value and to protect the interests of all our stakeholders. We believe that good governance is essential to promoting our values through accountability, effective risk and performance management, transparency, and ethical leadership. Our underlying governance objectives (which align with King IV) are to promote ethical and effective leadership that achieves the outcomes of an ethical culture, good performance and sustainable value creation, effective control and legitimacy.

Our governance objectives

Ethical culture

Commitment to establishing and maintaining an ethical culture and leadership founded on the highest standards of ethics, integrity and best governance practices. Good performance and sustained value creation. Strong leadership and governance structures that support good performance, the creation of value for all our stakeholders, and the protection of our capitals in a sustainable manner.

Effective controls

Corporate governance frameworks and policies that provide effective and adequate controls within Nedbank. We are mindful that effective and adequate controls lead to compliance with applicable laws and best-practice guidelines. But we also endeavour to go beyond compliance to protect both the interests of our stakeholders and our capitals, as well as to ensure accountability, strong risk and performance management, transparency, and ethical and effective leadership.

Legitimacy

Building and maintaining trust and confidence from all our stakeholders through a stakeholder-inclusive approach that balances the needs, interests and expectations of all our stakeholders in the best interests of the organisation in the short, medium and long term.

Our approach to achieving our governance objectives is based on mindful governance and integrated thinking. We believe that to achieve our desired governance objectives, it is necessary to be mindful of the potential consequences of our decisions and integrate this awareness into our decision-making processes, actions and strategies. Integrated thinking requires mindful consideration of our capitals and the creation of sustainable value for all our stakeholders over the short, medium and long term. This ensures that we always act in a transparent, accountable and socially responsible manner for all our stakeholders.

We embrace world-class banking practices and robust institutional governance and risk frameworks to ensure that our banking services are secure and stable. We regularly review these practices and frameworks to ensure that we act in the best interests of all our stakeholders, taking into account the everchanging landscape in which we operate, including factors such as economic changes, geopolitics, cultural shifts in the workplace, digital trends such as artificial intelligence and data security, as well as climate change risks.

We are also mindful that banks are expected to adapt to regulatory changes quickly, which means we must entrench good governance practices while remaining flexible in responding proactively to the fast-changing regulatory environment. However, governance at Nedbank goes beyond mere compliance with legislation and best practices. We are mindful that good governance contributes to our living our values through ethical and effective leadership.

The board’s governance oversight is driven by its commitment to its responsibilities and governance objectives through the application of the principles and practices of King IV.

Conflicts of interest

Under the Companies Act, 71 of 2008, a director of a company must use their powers and perform their functions in good faith, for a proper purpose and in the best interests of the company. This includes the duty of a director to avoid a conflict of interest. Section 60 of the Banks Act, 94 of 1990, also provides for the fiduciary duties of directors and executive officers of a bank. Our Conflicts of Interest Policy available here sets out the processes that the directors of Nedbank Group and its executive management must follow to declare their interests, as well as how any potential conflicts must be managed and evaluated.

The board of directors discharges its responsibilities within a clearly defined governance framework, which informs the robust mechanisms of our governance best practices and provides clear direction for decision making in the group.

Nedbank Group Board

Our board provides ethical leadership and strategic guidance aimed at safeguarding shareholder value creation. The board is supported by 9 board committees with clearly defined mandates and decision-making powers as well as the Group Exco, which is responsible for operational matters and the day-to-day management of the business. This leadership and guidance are provided within a framework of robust and effective controls that support the establishment of an ethical culture, enabling continuous assessment and management of emerging risks and opportunities to ensure long-term sustainable development and growth.

Main board charter

The board

Sets and steers the group’s strategy and its short-, medium- and long-term direction towards realising the group’s core purpose and values.
Approves policies, frameworks, budgets, plans and procedures that help the group deliver on the strategy and proceed in the set direction.
Oversees and monitors the implementation and execution of strategy by management, and
Ensures accountability for organisational performance and transparency through, among other things, reporting and disclosures.

Board profile

Nedbank Group has a unitary board structure. The size of the Nedbank Board (14 members) is influenced by the demands of a vast and complex banking industry. Our board charter (which is aligned with King IV) requires that at least a majority of the board should be non-executive directors (with most non-executive directors being independent non-executive directors). We exceed this threshold since 79% of our board comprises non-executive directors (of which 64% are independent non-executive directors). The remaining 21% of our board is made up of 3 executive directors (CE, CFO COO), which ensures that our board has more than one link to management.

The profiles and details of Nedbank’s board members can be found here.

Board committees

The board establishes and sets the terms of reference of its 9 board committees, which provides for the composition, roles, delegation of authority and responsibilities of each of its board committees, all of which reports on its activities to the board. The board annually reviews these terms of reference and monitors the activities of the committees se responsibilities to ensure effective coverage of, and control over, the operations of the group.

View the board committees and membership here

Group Credit Committee (GCC)

The committee assists the board in fulfilling its credit risk oversight responsibilities, particularly with regard to the evaluation of credit mandates and governance, policies and credit risk. It confirms the adequacy of credit impairments and acts as the designated committee appointed by the board to monitor, challenge and ultimately approve all material aspects of the group’s credit rating and risk estimation systems and processes.

The committee reviews and exercises an approval and monitoring function in respect of large exposures via the Large Exposures Approval Committee.

Credit committee charter

Large Exposure Approval Committee (LEAC)

The LEAC is appointed and authorised by the board in accordance with the requirements of Directive 5 of 2008, issued by the South African Reserve Bank Prudential Authority, and constituted in terms of section 73(1)(a) of the Banks Act 94 of 1990 and its regulations. This committee is responsible for approving large exposures as well as related party transactions.

Large Exposure Approval Committee charter

Group Audit Committee (GAC)

The committee assists the board in its evaluation of the integrity of our financial statements through evaluation of the adequacy and efficiency of our internal control systems, internal financial controls and accounting policies for financial and corporate reporting processes.

It is responsible for the appointment, compensation and oversight of the external auditors for the group, including managing interactions with the GAC and assessing their independence and effectiveness. The committee facilitates and promotes communication between the board, executive management, the external auditors and the Chief Internal Auditor. Lastly, it recommends the annual financial statements to the board for approval.

Audit committee charter

Group Risk and Capital Management Committee (GRCMC)

The committee ensures the identification, assessment, control, management, reporting and remediation of risks across a wide range of the organisation’s Enterprise Risk Management Framework (ERMF). It sets and owns Nedbank’s risk strategy and monitors conformance with risk management policies, procedures, regulatory and internal limits and exposures, as well as processes and practices. The monitoring of the group’s Key Issues Control Log (KICL) is paramount to GRCMC’s oversight role.

Risk and capital management committee charter

Group Remuneration Committee (Group REMCO)

The committee enables the board to achieve its responsibilities in relation to the group’s Remuneration Policy, processes and procedures, and specifically enables the group to do the following: meet the requirements of section 64c of the Banks Act, operate remuneration structures that are aligned with best market practice, conform with the latest thinking regarding good corporate governance on executive remuneration, align the behaviour of executives with the strategic objectives of the group and recommend CE and Group Exco remuneration to the board for approval.

Remuneration committee charter

Group Directors’ Affairs Committee (DAC)

The committee monitors progress regarding the implementation and achievement of the board’s corporate governance objectives and determines and evaluates the adequacy, efficiency and appropriateness of the corporate governance structures and practices of the group. It assists, evaluates and advises the board on issues of fundamental strategic importance to the group that are beyond the scope of the specific authorities mandated to the other board committees.

The committee considers, monitors and reports to the board on reputational risk and compliance risk. Lastly, it acts as the Nominations Committee for the board.

Directors affairs committee charter

Group Information Technology Committee (GITCO)

The committee oversees the execution of the board’s approved IT and digital strategy. It performs, reviews and monitors enterprise IT matters to ensure that appropriate frameworks, procedures, structures and governance are in place for the consolidation, monitoring, management and reporting of IT risks and exposures on a group basis (eg cyberthreats and other regulatory risks).

The committee ensures alignment and implementation of a well-coordinated, efficient, effective and properly resourced IT strategy, which enables the organisation to remain highly competitive. It assumes ultimate accountability for the effectiveness of all governance functions pertaining to the group’s technology capability, as required by the Banks Act and in support of the requirements of the GAC.

Information technology committee charter

Group Transformation, Social and Ethics Committee (GTSEC)

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

Transformation social and ethics committee charter

Group Sustainability and Climate Resilience Committee (GSCRC)

As a dedicated board sub-committee overseeing the fulfilment of the bank’s Purpose to use our financial expertise for good outcomes for all stakeholders, the GSCRC recognizes that building sustainability, climate and broader environmental and social resilience is necessary in addressing the systemic issues impacting all stakeholders. Contributing to the resilience of our clients is the underlying intent of the bank’s sustainable development finance (SDF) agenda. Accordingly, the GSCRC focuses on sustainability, environmental resilience, risks and opportunities, and on how the group can serve as the industry leader in SDF through supporting our clients in the transition to a low carbon and just economy.

Sustainability and climate resilience committee charter

Nedbank policies and procedures

Environment

Our environment policies provide the managing principles relating to our climate-related activities and social and environmental risk. These policies set out which activities are prohibited and those that require special attention from an environmental, social and climate change perspective.

Climate Change Position Statement

Nature Position Statement

Energy Policy

Social and Environmental Policy

Managing Social and Environmental Risk

Applying the Equator Principles

Financial Policy on Thermal Coal Related Activities

Sustainable finance

Our sustainable finance policies, guidelines and frameworks provide information relating to Nedbank fulfilling its purpose by creating positive economic, societal and environmental impacts through its financing activities, including those aligned with the United Nations (UN) Sustainable Development Goals (SDGs).

Sustainable Development Financial Inclusion Criteria

Sustainable Finance Use Of Proceeds Fundraising Framework

Nedgroup Investments Responsible Investment Report 2024

Human capital

Our human capital policies define the general principles of Nedbank’s biggest asset, our employees, including human rights, transformation, health and safety standards, as well as providing a clear understanding what we expect from our people.

Approach to People Development

Approach to People Transformation

Approach to Trade Union Engagement

Code of Ethics and Conduct Policy

Grievance Policy and Procedure

Human Rights Statement

Occupational Health and Safety Policy

Occupational Health and Safety Statement

Ethics

Our ethics policies bring together the ethical principles and rules of conduct governing the actions of all of the Nedbank employees and provide guidelines for preventing and managing conflicts of interest.

Code of Ethics and Conduct Policy

FAIS Conflict of Interest Policy

Grievance Policy and Procedure

Human Rights Statement

Modern Slavery Act Statement

Market conduct

Our market conduct policies set out the guiding principles for managing conduct risk and creating and maintaining positive relationships with Nedbank clients.

Code of Ethics and Conduct

Insurance Complaints Framework Procedure

Information risk

Our information risk policies address the collection, use, protection and retention of customer information, managing information security, maintaining customer privacy in business relationships with third parties, and disclosure of privacy principles to customers.

Access to Information Manual

Privacy Notice

Corporate governance

Our corporate governance policies provide Nedbank employees, executives and directors and entities with guidelines for preventing and managing conflicts of interest and complying with good governance practices, upholding the highest standards of ethics, integrity, transparency and accountability.

Nedbank Group Remuneration Policy (included in the Group’s Governance Report)

Nedbank Policy on Nomination and Appointment of Directors

Nedbank Policy on Conflicts of Interest for Directors and Executive Management

FAIS Conflict of Interest Policy

Stakeholder Engagement Policy

Procurement and suppliers

Our procurement policies establish the principles of ethical, social and environmental conduct that we expect from all our suppliers and their employees’ relationship with their suppliers.

Human Rights Statement

Supplier Code of Standards

Our approach to social sustainability

Compliance

Our compliance policies set guidelines and principles of how Nedbank complies with the banking compliance regulations and provides information on compliance responsibilities, monitoring and control.

Approach to Fraud and Corruption

Fraud and Corrupt Activities Policy Statement

FAIS Conflict of Interest Policy

Approach to Compliance Risk Management

Policy for AML, CFT, CPF and Related Activities and Sanctions

Tax

Our tax policies set out the principles governing Nedbank’s tax strategy and compliance, adopting good governance practices leading to the appropriate prevention and reduction of both financial and reputational risks.

Approach to Tax

Memorandum of incorporation

Nedbank Group Memorandum of Incorporation

Nedbank Limited Memorandum of Incorporation

Regulators and Industry Bodies

Nedbank Group is regulated by various entities, such as the Prudential Authority, including the South African Reserve Bank, Financial Sector Conduct Authority, National Credit Regulator, Johannesburg Stock Exchange, Financial Intelligence Centre, South African Revenue Service, National Treasury and Department of Labour.

We are committed to compliance with all applicable local and international laws, regulations and supervisory requirements, guided by an established, comprehensive set of board-approved policies, procedures and governance structures.

Prudential Authority/South African Reserve Bank

The South African Reserve Bank (SARB) is responsible for bank regulation and supervision in South Africa and is our primary regulator. Its purpose is to achieve a sound, efficient banking system in the interest of the depositors of banks and the economy as a whole. This function is performed by issuing banking licenses to banking institutions, and monitoring their activities in terms of the Banks Act and the regulations.

Visit resbank.co.za for more information.

Regulators