Recommendations of the Members By-Laws Review Committee 22 Current By-Laws (January 2023) (A) Board’s Proposed Change (B) Board’s Rationale (C) By-Law Committee’s Recommendation (D) By-Law Committee’s Rationale (E) By-law 33(2) (2) The Board shall: i. appoint the Group Chief Executive Officer and, through the Group Chief Executive Officer, appoint other senior management required for the effective operation of the Society ii. appoint such sub-committees as it deems necessary for the proper running of the Society’s business subject to, and as required by, the Act, Regulations, Regulator Guidelines and By-laws. iii. take all measures and do all things necessary for the good order and governance of the Society to provide for the management of the affairs of the Society for which no provision is specifically made in these Bylaws. By-law 33(2)(i) Amend to read: The Board shall: i appoint the Group Chief Executive Officer, Chief Internal Auditor, Chief Risk and Compliance Officer, and Chief Financial Officer and, through the Group Chief Executive Officer, appoint other senior management required for the effective operation of the Society By-law 33(2)(ii) Accepted as proposed. By-law 33(2)(iii) Accepted as proposed. By-law 33(2)(i) Ensure the Board appoints all pivotal posts in the Society which frees these posts to function with the security of tenure demanded by their duties. By-law 33(2)(ii) Agree with recommendation. By-law 33(2)(iii) Agree with recommendation. New By-Law 33 (3) (1) The members in meetings shall set scales of remuneration, including performance bonuses, for senior management. New By-Law 33 (3) Ensure members are aware of the ranges of remuneration paid for management.
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