5.1 The Board is responsible for –
(a) Setting a clear ‘tone from the top’ by articulating expectations for, and continuously overseeing, the desired culture of IMB through regular review, communication and testing of the organisational values and expected standards of behaviour;
(b) Ensuring the financial soundness of the IMB Group by providing leadership, vision and oversight of all activities of IMB, its controlled entities and entities in which it has an investment;
(c) Charting the direction of the IMB Group by the setting and overseeing the implementation of the strategy of IMB;
(d) Monitoring senior management’s performance with respect to the implementation of IMB’s strategy and ensuring appropriate resources are available to execute Board approved strategies;
(e) Establishing and overseeing the effectiveness of the IMB Group’s governance frameworks and ensuring the Board’s and the IMB Group’s compliance with statutory, regulatory and taxation requirements;
(f) Approving policies of IMB and ensuring that they comply with prudential standards and other regulatory requirements;
(g) Overseeing the level and quality of IMB’s capital, commensurate with the level and extent of the risks to which IMB is exposed;
(h) Setting IMB’s risk appetite taking into account the competitive and regulatory landscape and the bank’s long-term interests, risk exposure and ability to manage risk effectively;
(i) Establishing and overseeing effective risk management systems, and providing a constructive challenge to management to assure itself that the Group is responding appropriately to financial and non-financial risks;
(j) Reviewing and monitoring processes for the maintenance of adequate credit quality;
(k) Reviewing and monitoring systems of internal control to ensure that appropriate frameworks are in place and that weaknesses are addressed in a timely manner;
(l) Ensuring each member of the Board is a fit and proper person as required by prudential regulation and eligible to hold an accountable person position1 at IMB;
(m) Ensuring that directors and senior management of IMB, collectively, have the full range of skills needed for the effective and prudent operation of the institution, and that each director has skills that allow them to make an effective contribution to Board deliberations and processes;
(n) Appointing and evaluating the performance of the Chief Executive Officer (CEO) and determining all aspects of the employment of the CEO;
(o) Evaluating the performance of the CEO and undertaking succession planning in relation to this role;
(p) Overseeing remuneration arrangements and ensuring alignment with IMB’s risk culture and risk appetite (including to ensure that deferral of remuneration and adjustments to remuneration occurs in compliance with IMB’s obligations as an ADI);
(q) Monitoring the frameworks established to ensure the safety and wellbeing of all employees within the IMB Group’s workplaces;
(r) Ensuring Directors participate in continuing education and development opportunities so as to ensure they are equipped to address evolving issues pertaining to the IMB Group and the industry in which IMB operates;
(s) Overseeing the effectiveness of the bank’s policies and procedures for whistleblowing and the raising of confidential concerns;
(t) Exercising its duties and responsibilities according to the highest prudential, ethical and community standards.
5.2 The roles and responsibilities of each director are documented in an Accountability Statement which is subject to periodic review.
