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CORPORATE GOVERNANCE – CAMBODIA POST BANK

The Board of Directors of Cambodia Post Bank realized that corporate governance is very crucial health of the Bank and produce economic benefits for the Bank. Corporate governance enhances the reputations and makes it attractive to customers, investors, suppliers and the community. The Bank strives to build a sound corporate culture and establish an effective internal audit function. The bank corporate governance system is designed to create a sustainable value and ensure efficient risk management.

The role of the board is defined by taking international best practice while also ensuring compliance with local legal and regulatory framework. Responsibilities of the Board members have been clearly presented to them such as progress on establishing progressive risk management system, and in conformity with corporate governance standards, composition of various committees and membership as well as periodicity of meetings are clearly disclosed to the board.

Corporate Governance Structure

The current corporate governance structure includes the Board of Directors (BOD) and under BOD we have professional board committees. CP Bank includes following key board committees:

  • Audit Committee
  • Risk Oversight Committee
  • Remuneration and Nomination Committee

1)    Audit Committee:

This committee is constituted under safe and sound corporate governance and it is vested with necessary powers as defined in its Charter to achieve its objectives. The powers and terms of reference of the Audit Committee are comprehensive and comply with the requirements as set out by Article 131 of the Law of Commercial Enterprise, as well as Article 8 of the National Bank of Cambodia’s Prakas B7-08-211 on Governance in Bank and Financial Institutions. The Chairperson of this committee is a Non-Executive Independent Director who will answer all queries from shareholders at Annual General Meeting.  Member of the Audit Committee, internal auditors, statutory auditors when invited, other invitees will attend the Audit Committee meeting quarterly.

2)    Risk Oversight Committee

This committee includes three members decided by the Board. It is chaired by a person with expertise in finance and banking risk management. The committee undertakes key duties as decided by the Board of Directors and documented in its Terms of Reference, and any such duties delegated to it. The committee is also responsible for monitoring the implementation of risk management policies as defined by the Board. It also plays a key role in giving professional advice to the risk function of the bank with best international practice.

3)    Remuneration and Nomination

This committee is constituted by the Board to meet requirements of Governance to deliver best practice for the bank. The Chairperson of this committee is an Independent Director. The committee is responsible for implementing a very good remuneration policy to be consistent with the long-term objectives and corporate values of the bank. It also recommends some procedures to select and replace board members and independent individuals who will potentially become committee members. The committee will approve the nomination of senior management.

CODE OF CONDUCT

The bank adopts a code of conduct approved by the Board of Directors which is bidding one employees of the bank.  As and when the Code of Conduct is amended /revised, employees will be informed.

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