The Trade Finance Bank for Africa An overview of Afreximbank’s Approach to Corporate Governance Issues Presentation by Mr. George ELOMBI Executive Secretary Afreximbank (1)

The Trade Finance Bank for Africa Key Global Players in Corporate Governance AFREXIMBANK Corporate Governance Objective: To define the relationship between the various organs of the Bank as a means to: Achieve the objectives and mandate of the Bank. In a way that is transparent, accountable and efficient. To protect the interests of all stakeholders and to preserve the value in the institution as an instrument of economic growth and regional cooperation. (2)

The Trade Finance Bank for Africa Overview: Afreximbank is a Pan-African Multilateral Trade Finance Institution created in 1993 as an international public private partnership to promote and finance intra- and extra- African trade; The headquarter is in Cairo, Egypt and it has branch offices in Abuja (Nigeria) and Harare (Zimbabwe). New branches offices are expected to open in Nairobi, Kenya (2015), and Abidjan, Cote d’Ivoire (December 2014) It offers credit (trade and project finance), risk bearing and trade information/ advisory services (3)

The Trade Finance Bank for Africa Established under two documents – An Agreement and a Charter; Afreximbank is registered under the UN Charter 102 and recognized as a “Multilateral” financial institution; The supervisory organs of the Bank include: The General Meeting of Shareholders and the Board of Directors. It is audited by two External Audit Firms The Bank has a 12-man board who are non-executives – 4 representing Class “A”; 4 for Class “B”, 2 for Class “C” and 2 independent directors. The President of the Bank chairs the Board; Given its juridical status, Afreximbank is not under any regulator or government agency; The Board of Directors and its sub-committees meet every quarter to review and approve policies and procedures governing the Bank’s operational activities; they also approve loans and investment transactions. The General Meeting of Shareholders meets annually to review and approve the Bank’s annual performance and Financial Statements, as well as approve the appointment of external auditors. (4)

The Trade Finance Bank for Africa (5) The Bank currently has 4-classes of Shareholders, namely:  Class “A”: made up of African governments and/or their central banks, African continental, regional and sub-regional financial institutions and economic organizations;  Class “B”: consisting of African national financial institutions and the African private sector;  Class “C”: comprising International financial institutions and economic organizations, non-African financial institutions and non- African private and public-sector;  Class “D”: open to subscription by any investor, African or non- African. The Charter of the Bank permits the listing of this Class of Shares.

The Trade Finance Bank for Africa Best Practice on Corporate Governance: Afreximbank’s Key areas of focus: Afreximbank’s best practice covers the following key areas: Board of Directors:  Emphasis on strategic objectives, on guidance as to how to provide value to stakeholders, on the setting of major principles governing the operation of the institution, internal controls and parameters for monitoring success or failure  Board of Directors: - Accountability  Board of Directors: - A team of professionally competent individuals  Board of Directors: - The effective use of Committees (6)

The Trade Finance Bank for Africa SHAREHOLDERS RIGHTS AND EQUALITY OF TREATMENT OF ALL SHAREHOLDERS  Equal rights to participate in the Management of the institution or in the overall oversight of the institutions activities  Equal access to information (7)

The Trade Finance Bank for Africa RISK MANAGEMENT AND OPERATIONAL CONTROLS  Defined and implemented in a manner that provides reasonable confidence in the Bank  Determined and implemented in a manner that allows for an objective and clear view of the current condition of the Bank and to judge the level of integrity of its personnel (8)

The Trade Finance Bank for Africa DISCLOSURE OF INFORMATION  Bank activities reported or disclosed so that there is full visibility to shareholders, resource providers, assessors and other partners  Disclosure of material information (9)

The Trade Finance Bank for Africa AFREXIMBANK’s APPROACH TO CORPORATE GOVERNANCE  Accountability, Transparency and Disclosure – all information about the Bank including financial performance is disclosed  Addressing Risk using Best International Standards  The right Human Resources as the key to Corporate Governance  Board selection process  Management and staff selection process  Ethical standards (10)

The Trade Finance Bank for Africa Thank you for Listening. (11)