The chair of the Board is responsible for the overall effective functioning of the Board and its committees.
The Board must meet at least six (6) times a year. The Bank must appoint a secretary to the Board of Directors who is not a Member of the Board. The Board and its committees must maintain appropriate minutes, which reflect details of issues discussed, recommendations made, decisions taken and dissenting opinions.
The Board and its committees may invite members of the Bank’s Staff and external experts to attend meetings as deemed appropriate. Staff of the Central Bank may attend meetings of the Board and/or its committees and have access to their minutes.
The Board may delegate specific authority, but not its responsibilities, to specialized Board committees. Each committee created by the Board must have a charter or other instrument that sets out its membership, mandate, scope, working procedures and means of accountability to the Board. The committees must have access to external expert advice where needed to ensure a collective balance of skills and expert knowledge commensurate with the complexity of the Bank and the duties to be performed.
The Board structure must include committees with responsibilities for audit, risk, nomination and compensation. The Board may also establish other specialized committees (e.g. ethics, assets and liabilities, etc).
The audit and risk committees must not be merged with any other Board committees. Both committees’ chairs must be must be Independent Members of the Board, who are distinct from the chair of the Board and the chairs of other committees. The audit committee must be made up of Independent or Non-Executive Members of the Board and include Members who collectively have experience in audit practices, financial reporting and accounting. The risk committee must be made up of a majority of Independent Members of the Board and include Members who collectively have experience in risk management issues and practices.
Banks may merge the nomination and compensation committees. Their chairs and members may be Non-Executive or Independent Members of the Board.
The Board must carry out annual assessments, alone or with the assistance of external experts, of the Board as a whole, its committees, and individual members.
The Board must establish and periodically update its by-laws, procedural rules or other similar documents setting out its organization, responsibilities and key activities.