SBM Bank (Mauritius) Ltd - Governance framework
The Board
SBM Bank (Mauritius) Ltd (the “Bank”) operates under a unitary Board structure, with the Board setting the tone from the top in respect of governance, ethical conduct, risk culture and accountability. The roles, responsibilities, authority and functioning of the Board and its Committees are governed by a Board-approved Board Charter, which supports clear accountability, effective delegation and sound decision-making. The Board is responsible for providing strategic direction and oversight, and for overseeing the Bank’s performance, risk governance framework, internal control environment and sustainability agenda. The execution of the Board’s responsibilities involves a combination of direct oversight and delegation through its Committees and Senior Management, enabling focused attention on key governance areas while ensuring comprehensive oversight of the Bank’s activities.
The day-to-day management and operations of the Bank are ordinarily entrusted to the Chief Executive/Officer-In-Charge. The Chief Executive/Officer-In-Charge, supported by the Executive Forum and the Management/Leadership team, remains accountable for the execution of the Board-approved strategy and policies, and for the effective operation of the Bank’s management structures, risk management systems and internal controls.
Board Committees
To support a structured governance framework, the Board of Directors of SBM Bank has established a system of Board Committees to facilitate focused oversight and structured decision-making. Board Committees are constituted by the Board and operate under Board-approved terms of reference, which set out their mandate, composition, delegated authority and reporting arrangements. This supports detailed review at Board Committee level, while the Board retains overall accountability within the governance framework.
The Board has established permanent Committees to assist it in overseeing key governance areas relevant to the Bank’s operations as a regulated banking institution. These permanent committees form part of the Bank’s standing governance structure and operate on an ongoing basis to support continuous Board oversight of key governance areas.
The Board Sub-Committees are as follows:
- Audit Committee
- Corporate Governance and Sustainability Committee
- Remuneration & Nomination Committee
- Risk Management Committee
- Strategy Committee
- Cyber and Technology Risk Committee
All Board Committees report to the Board through structured mechanisms, including Committee Chairperson reports and circulation of Committee minutes, ensuring transparency, alignment and continuity within the overall governance framework.
The Board Charter and the Terms of Reference of the Committees are reviewed by the Board annually to ensure they remain up to date and fit for purpose.
Governance Structure
The Bank’s governance structure is built on a structured framework comprising of the Board, its Committees, Executive Management and the Control Functions. This framework supports oversight, accountability and decision-making across the Bank. The Board operates within a governance framework that enables appropriate delegation of authority to its Committees and Executive Management, whilst relying on timely and independent reporting from the Control Functions and the External Auditors to support governance and effective internal control.
The role of the Chairperson is distinct and separate from that of the Chief Executive and there is a clear division of responsibilities with the Chairperson leading the Board and the Chief Executive managing the Bank's business on a day-to-day basis.
Biographical details of the Board of Directors are available by clicking here.
Leadership Team and Management Forums
The Bank’s leadership and management arrangements are designed to support the effective execution of the Board‑approved strategy and the orderly management of the Bank’s operations.
In line with the governance framework established by the Board of Directors, authority for the day‑to‑day management of the Bank is delegated to the Chief Executive / Officer‑in‑Charge. This authority is exercised within clearly defined parameters and subject to applicable laws, regulations and internal policies. Enhanced escalation and oversight arrangements were applied where appropriate, ensuring that significant matters were addressed through the relevant governance channels.
To support consistent, transparent and timely decision‑making, a structured system of Management Forums operates within the Bank’s executive management framework, under the overall accountability of the Chief Executive / Officer‑in‑Charge. These management‑level forums have been established to support effective coordination, decision‑making and execution within the parameters of the Board‑approved governance framework. They operate within delegated authorities and provide formal platforms for executive discussion and consideration of matters relating to strategy execution, credit, risk and operational performance and matters. They form part of the Bank’s management governance framework and support alignment with the Bank’s strategic objectives and risk appetite.
Company Secretary
The Company Secretary plays a crucial role in ensuring the application of good governance principles at Board level. All Directors have access to the services of the Company Secretary.
Key Governance Documents
In accordance with the National Code of Corporate Governance for Mauritius (2016), the Bank makes key governance documents and selected policies available on its corporate website to support transparency and access to information.
These documents support the Bank’s governance framework and provide stakeholders with visibility on the Bank’s governance arrangements. They are updated and refreshed on a periodic basis, taking into account regulatory developments, emerging good practices and the Bank’s evolving priorities, recognising that enhancements may be implemented progressively during periods of organisational transition.
Key governance documents available include:
Board Assurance Framework
The Board supports sound governance by setting the Bank’s strategic direction and risk appetite, overseeing the effectiveness of the internal control framework, and promoting an appropriate risk culture across the organisation.
The Board Assurance Framework begins with the Board’s oversight of strategy and purpose, including the setting of long‑term objectives and the alignment of strategic outcomes with stakeholder interests. This is supported by the risk and internal control framework, through which the Board approves the Bank’s risk appetite and oversees the management of principal risks and the effectiveness of internal controls.
Management assurance is provided through the Risk Management and Compliance functions, which support the identification, monitoring and reporting of risks, regulatory compliance and control effectiveness, and facilitate timely escalation of matters to Senior Management, Board Committees and the Board, as appropriate.
Independent assurance is provided through the Internal Audit function, which operates under an approved charter and provides objective assurance on the adequacy and effectiveness of governance, risk management and internal control processes, reporting functionally to the Audit Committee. Additional independent assurance is obtained from the External Auditors and Regulators, whose opinions, supervisory feedback and regulatory actions are considered by the Board and inform ongoing oversight and remediation activities.
The framework is complemented by arrangements relating to integrity, conduct and reporting, including financial and prudential reporting and whistleblowing mechanisms, which support transparency and accountability across the Bank. Together, these elements provide the Board with a comprehensive view of the Bank’s assurance landscape and control environment, enabling effective oversight, informed decision‑making and the safeguarding of the Bank’s long‑term sustainability.
Annual reports
The latest annual report can be viewed to have an overview of the Bank's vision and governance philosophy as well as the key strategies and initiatives that the Bank adopts in order to create value for its various stakeholders