Governing legislation and its key features
The Bank was established through the Development Bank of Namibia Act of 2002 and incorporated as a public company.
Its memorandum and articles are drawn up in terms of the Companies Act, which applies to the Bank, subject to the provision of the Development Bank of Namibia Act.
The Minister of Finance, by gazette, may exempt the Bank from any provisions of the Companies Act.
The Banking Institutions Act does not apply to the Bank, but the Minister may in consultation with the Bank of Namibia apply any provision to the Development Bank of Namibia. The Public Enterprises Governance Act of 2006, applies to the Bank, which requires the Bank to provide regular feedback in compliance with the Public Enterprises Governance Act to the Minister of Public Enterprises.
A governance agreement was concluded on 13 June 2013 between the Bank and the Ministry of Finance as per section 17 of the Public Enterprises Governance Act.
Directors sign performance agreements with the shareholder in terms of section 18 of the Public Enterprises Governance Act.
The Bank has to, no later than 6 months after the end of each financial year, submit its annual report to the Minister of Finance and the Minister of Public Enterprises.
The DBN articles of association provide for the number of directors, their powers and for their retirement. They further provide for the payment of dividends and directors and auditors fees. The Bank has Board and Management Charters that are reviewed on an annual basis. In the Charters, the limits of authority are stipulated as well as the roles and responsibility of the various Board Committees, Board members and management.
The Corporate Governance Code for Namibia provides for the establishment of structures and processes, with appropriate checks and balances that enable directors to discharge their legal responsibilities, and oversee compliance with legislation.
The Code of Business Conduct and Ethics
The Code of Business Conduct and Ethics requires all employees and persons acting on behalf of the Bank to act in an ethical and professional manner, upholding the Bank’s core values, standards and principles at all times. The Code of Business Conduct and Ethics clarifies what is deemed acceptable business behaviour from a Bank employee so as to ensure the Bank’s sustainable business. At the core of this Code are the values of:
The shareholder representative (the Minister of Finance) is responsible for the appointment of the members of the Board and the Chairperson of the Board. The Bank’s Memorandum of Incorporation provides that there should be a majority of independent non-executive directors.
Board and Board Committees
The Board holds ultimate responsibility for the Bank’s business strategy and financial soundness, key personnel decisions, internal organisation and governance structure and practices, risk management and compliance obligations.
At 31 March 2019, the Board comprised of six directors, of whom the majority were non-executive and independent, including the Chairperson, as well as one executive director, the Chief Executive Officer.
The independent, non-executive Directors have diverse skills, experience and backgrounds, and all have a comprehensive understanding of the industry as well as the business of the Bank. The Board has delegated some of its functions, though not its responsibilities, to Board Committees to increase efficiency and allow deeper focus in specific areas. The Committees are created and mandated by the full Board. The Committees are the Board Credit and Investment Committee, Board Audit, Risk and Compliance Committee and the Board Human Capital and Remuneration Committee.
The internal audit function provides independent assurance to the Board, and supports the Board in promoting effective effectiveness of the Bank’s internal control, risk management and governance systems and processes.
The external auditors provide external assurance. The relationship between the external auditors and the Bank is overseen by the Audit, Risk and Compliance Committee.
CEO and Executive Committee.
Under the direction and oversight of the Board, Exco carries out and manages the Bank’s activities in a manner consistent with the business strategy, risk appetite, remuneration and other policies approved by the Board.