Good governance and code of ethics: the “BCDC” difference

Banque Commerciale Du Congo applies rigorous standards of corporate governance, risk management and internal auditing. It consolidates its relationship with its customers by applying a sound acceptance policy and complying with a code of good business practice. It aims to be an international bank that is a benchmark in terms of quality, compliance, monitoring, risk management and the transparency of its management at all levels of the organisation.

The members of the Board of Directors and Management Committee hope thereby to perpetuate the bank's reputation for professionalism with domestic and international banking authorities, with the financial authorities and with all their customers.

To this end:

• The bank adopts a clear corporate governance structure
• It has an effective and efficient Board of Directors which takes decisions in the interest of the stakeholders
• All the directors act with integrity and commitment
• The Board of Directors sets up specialist committees
• The Bank has a clear executive management structure
• The Bank's directors and executive managers are remunerated fairly and responsibly
• The Bank respects the rights of all shareholders and encourages their participation

The Board of Directors

Except for matters of company law or the statutes restricted to the shareholders, the Board of Directors is ultimately responsible for the strategic direction of the bank. As part of its decision-making process, BCDC’s Board of Directors is charged with looking after the long term success of its financial services activities. It considers it essential therefore to focus on long term financial performance, while remaining attentive to the interests of the bank’s customers, shareholders, employees and the communities in which it operates.

The Management Committee

The role of the Management Committee is to manage BCDC with regard to the values, strategies, policies, plans and budgets drawn up by the Board of Directors. In performing this role, the Management Committee is responsible for complying with all the legislation and regulations in force, and in particular with regard to the legal and regulatory framework applicable to BCDC.

The Board of Directors has determined the responsibilities and powers of the Managing Director and, on his recommendation, those of the Management Committee under these regulations and in accordance with the statutory provisions.

The Managing Director is the only one of the current members of the Management Committee to be a member of the Board of Directors. He chairs, organises and directs the Management Committee. He submits proposals relating to the composition and powers of the Management Committee to the Board of Directors. He assumes responsibility for the powers exercised by the Management Committee, reporting to the Board of Directors.

The Audit & Compliance Committee

The role of the Audit & Compliance Committee is to assist the Board of Directors in carrying out its supervisory and internal monitoring functions in the broadest sense, with particular regard to the internal auditing of financial reporting.

Responsibilities of the Audit & Compliance Committee

The Audit & Compliance Committee is responsible for:

• Ensuring that the financial statements and press releases relating to BCDC’s financial performance are correct
• The quality of the external audit
• The quality of the internal audit (the Audit & Compliance Committee is responsible for organising an external evaluation of quality at least once every five years and is involved in appointing or dismissing the Auditor General)
• The quality of the internal audit system in general, and the system for managing risks and procedures for ensuring compliance with the laws, regulations and principles of good business conduct by BCDC in particular. (Every year, the Audit & Compliance Committee reviews the assessments of the quality of the internal audit produced by the management, the “Compliance Report” submitted by the Compliance Officer, and the reports on potentially doubtful practices highlighted by BCDC's internal warning system. The Audit & Compliance Committee is involved in appointing or dismissing the Compliance Officer)

Composition of the Audit & Compliance Committee

The Audit & Compliance Committee currently consists of five non-executive directors. The Chairman and members are appointed by the Board of Directors.

Supervision of BCDC

BCDC operates within a regulatory framework based on its status as a bank. Supervision is based on the legal structure of BCDC and takes the skills of the supervisory body into account.

Regulatory supervision

As a provider of banking services, BCDC is subject to prudential supervision by the Central Bank of Congo (Law 003/2002 of 02 February 2002 relating to the business and supervision of credit institutions).

External Auditors

The auditor is accredited by the Central Bank of Congo. The auditor's term of office is renewable every three years, and the Central Bank must be informed before renewal takes place.

His remit is:

• To certify that the financial statements fairly represent the financial position
• To ensure that they are in accordance with accounting principles
• To produce a detailed report on the process of oversight and monitoring of risks and on the appropriateness and effectiveness of the internal audit

He reports any significant omissions in the auditing process to the Central Bank of Congo and to the Audit & Compliance Committee.