Africa Re is regulated by the Agreement Establishing the Corporation and other statutory documents detailed below. There are various corporate governance policy documents in force, which are based on international best practices. The Corporation’s subsidiary in South Africa is locally incorporated and in addition, complies with the applicable local corporate governance codes such as the King III Report. The Board and Management are responsible for ensuring that the Corporation applies the best practices in corporate governance that match the required minimum in modern international and peer companies.
Corporate governance principles and procedures of Africa Re are defined in a series of documents governing the organization and its management. They include:
• Agreement Establishing the African Reinsurance Corporation, defining the ownership, administration and governance structure;
• Procedure for Proposing and Introducing Amendments to the Agreement;
• General By-Laws defining the General Regulations and the Rules of Procedure of the General Assembly;
• Board Charter;
• Rules for Election of Directors;
• The Board Charter and Board Committee Charters, setting out the duties and responsibilities of the Board and its Committees; and
• Code of Ethics, which lays down rules, behaviour and attitude to be observed by staff and Management when accomplishing their duties or acting on behalf of the Corporation
The corporate governance framework of the Corporation undergoes appropriate reviews triggered by changes in the operations of the Corporation, international best practice in relevant areas, as well as strategy and risk profile amongst others. The last review of the corporate governance framework in 2013 resulted in the following:
• A new Board Charter integrating the latest best practices in Board functioning;
• Separate Committees for the following oversight functions (hitherto combined):
• Audit and Finance
• Risk Management and IT Governance
• Extension of the scope of the Remuneration Committee, which defines the compensation system of elected Management, to cover all the other issues related to human resources management in the Corporation. Accordingly, the Human Resources and Remuneration Committee was set up.
• Regular and formal Board Evaluation;
• Reinforcement of the Declaration of Interest by Board members;
Appointment of the Corporate Secretary. The Corporation also ensured that its South African subsidiary adopted the same approach to integrate the new local requirements in corporate governance based on the forthcoming Solvency Assessment and Management regime and the new Companies Act.