The governance or administrative functioning of Swizz Assurance like any other corporate business organization addresses a comprehensive mechanism of 4 Ps which comprises of People, Purpose, Process and Performance.
- People:
The people under corporate structure or functioning basically refer to stakeholders which include but not limited to shareholders / Investors, consumers, employees, Creditors, Debtors, Agents, Government and so forth. These are the main economic entities related with almost every aspect of corporate operation or functioning.
Swizz Assurance Corporate Governance principles recognize their legal, contractual, social, and market-driven obligations to organizations, rights and assist them in exercising such rights.
- Purpose:
The purpose in this context pertains to the main mission and vision of our corporate enterprise. It clearly defines what our organization is aimed at achieving and what the means to accomplish its desired objectives are.
- Process:
The process under corporate governance construes the operational and managerial aspects of any corporate organization such as effective supervision and management of various departments within the organization such as Human Resource, Finance, Information and Communication Technology, Marketing, Sales, Supply Chain and so on. Efficient functioning of all the respective organization department is key to the long term success and prosperity of any corporate company.
- Performance:
Performance evaluation is a major criterion to ensure organizational success. Proper monitoring and analysis of the performance of various employees within the organization is extremely crucial to ensure business efficiency and figure out potential areas of improvement for its betterment in the future.
Guiding Principles of Swizz Assurance Corporate Governance to address the 4 Ps.
The Board of Directors of Swizz Assurance endeavors to be committed to maintaining the highest standards of corporate governance. To this end, there is continuous monitoring and updating of the company’s internal systems in order to ensure standards reflect best international practice, tailored to the specific needs of the members of the Group.
Responsibilities
Swizz Assurance enlists 10 principles of corporate governance that summaries the objectives of the Board and provide a framework for the manner in which it functions and discharges its responsibilities. These principles support the Board’s aim of promoting strong, viable, competitive corporations and are in line with the Company’s core values of integrity, professionalism, customer focus, and respect for the individual and results orientation.
The 10 principles are:
- Lay solid foundations for management and oversight.
The Board is responsible for:
- Oversight of the Entity, including its control and accountability systems
- Appointing and removing the managing Director, deputy managing Director, executive Directors and senior management
- Formulation of policies by Reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance
- Input into and final approval of management’s development of corporate strategy and performance objectives
- Monitoring senior management’s performance and implementation of strategy, and ensuring appropriate resources are available
- Approving and monitoring financial and other reporting
- Approving and monitoring the progress of major capital expenditure, capital management and acquisitions and divestitures
- Approving credit facilities in excess of a defined amount
- Updating and maintaining organizational rules and policies to keep in step with changes in the Insurance industry
This framework for management and oversight is designed to:
- Enable the Board to provide strategic guidance for the Organization and effective oversight of management
- Clarify the respective roles and responsibilities of Board members and senior executives in order to facilitate Board and management accountability to both the Bank and its shareholders
- Ensure a balance of authority so that no single individual has unfettered powers
- Structure the Board to add value
- The Company ensures that there is a balance of independence, diversity of skills, knowledge, experience, perspective and gender among the Directors. It endeavors to have a Board of an effective composition, size and commitment to adequately discharge its responsibilities and duties.
- The Board is structured in such a way that it:
- Has a proper understanding of, and competence to deal with, the current and emerging issues of the business
- Can effectively review and challenge the performance of management and exercise independent judgement
Promote ethical and responsible decision-making
The Board ensures that Swizz Assurance promotes ethical and responsible decision-making and complies with all relevant policy, laws, regulations and codes of best business practice using the professional ethics and operating principles.
The ethics and operating principles address the following matters: conflicts of interest, corporate opportunities, confidentiality, fair dealing, protection of and use of the Company’s assets, compliance with laws and regulations and encouraging the reporting of unlawful/unethical behavior.
Safeguard integrity in Financial Reporting – IFRS 17 and other Standards
The Board has a structure in place to independently verify and safeguard the integrity of the company’s financial reporting, including the internal audit department headed by an internal auditor and the establishment, as required by the corporate governance of the audit committee, to which the internal auditor reports.
The existence of an independent audit committee is recognized internationally as an important feature of good corporate governance and is required by the stakeholders.
The Swizz Assurance’s internal audit is also governed by a charter, which sets out the roles and responsibilities of internal audit, the professional standards by which it is to be governed, the staff’s authorities and organization and emphasizes the independence of internal audit in the Insurance organizational structure. Each audit committee is also guided and governed by its own terms of reference.
- Make timely and balanced disclosure
The Board promotes timely and balanced disclosure of all material matters concerning the Company. To achieve this Swizz Assurance has put in place structures designed to ensure compliance with the relevant legislation and to ensure accountability at a senior management level for that compliance, such that:
- All investors have equal and timely access to material information concerning the company – including its financial situation, performance, ownership and governance
- The company’s disclosures are factual and presented in a clear and balanced way. ‘Balance’ requires disclosure of both positive and negative information.
- Respect the rights of shareholders
The Board respects the rights of shareholders and facilitates the effective exercise of those rights. To this end, the Board has a responsibility of ensuring that a satisfactory dialogue with shareholders takes place. In furtherance of this responsibility the Board indulges the shareholders by:
- Communicating effectively with them
- Giving them ready access to balanced and understandable information about the Company.
- Making it easy for them to participate in general meetings
- Recognize and manage risk
The Board is responsible for reviewing the adequacy and effectiveness of the entity’s risk management strategies and review and approve its risk management framework. To achieve this, the Board has developed an Enterprise Risk Management policy and a risk appetite statement that governs the manner in which risk is managed in the Company. In addition, there is a risk officer as well as the Enterprise Risk Committee (ERC). The risk officer and the ERC make recommendations and the Board approves and implements:
- The Company’s risk appetite framework, tolerance, limits and mandates, taking into account its capital adequacy and the external risk environment
- Strategic or material transactions, focusing on risk and implications for the risk appetite and tolerance of the bank
- Oversight and maintenance of a supportive risk culture throughout the organization.
- Risk assessment, including risk assessment processes, identifying and managing risk and monitoring and understanding the risk profile of Swizz Assurance.
- Risk monitoring and reporting, including adequacy and effectiveness of the technology infrastructure
- Risk management function
-
- Encourage enhanced performance
The Board is committed to encouraging enhanced Board and management effectiveness through periodic performance evaluations and reviews. The Board also ensures that Directors and key executives are equipped with the knowledge and information they need to discharge their responsibilities effectively.
The Management has been tasked to supply the Board with information in a form, time frame and quality that will enable the Board to discharge its duties and responsibilities. When needed, the Board has access to the advice of both in-house and external Advisors which include but not limited to independent professional and regulatory bodies or individuals if necessary.
- Fair Remuneration and Responsibly
The Board is tasked to ensure that the level and composition of remuneration is sufficient and reasonable and that its relationship to corporate and individual performance is defined. To achieve this, Swizz Assurance has adopted remuneration policies that attract and maintain talented and motivated employees so as to encourage enhanced performance by the said employees. It is important that there is a clear relationship between performance and remuneration. Swizz Assurance has designed its remuneration policy in such a way that it:
- Motivates management to pursue the long-term growth and success of the organization within an appropriate control framework
- Demonstrates a clear relationship between key executive performance and remuneration
Recognition of the legitimate interests of stakeholders
The organization is subject to a number of legal and other requirements that affect the way business is conducted. These include contractual requirements, Insurance Broking practice, compliance, consumer protection, respect for privacy, Data protection, Treating Customers fairly, Employment law, occupational health and safety, equal employment opportunity and environmental controls.
In addition to its obligation to its stakeholders, Swizz Assurance has other obligations to non-shareholders such as employees, customers and the community as a whole.
The Board has a responsibility to set the tone and standards with respect to the corporate social responsibility of Swizz Assurance and to oversee the unwavered adherence to these. The Company’s ethics and operating principles, which state the value and policies of Swizz Assurance assists the Board in this task and acts as a guide for employees and management in conducting business and general behavior.
