DBG’s governance framework will emphasise and prioritise the impact on the underlying businesses that we ultimately finance and invest in; while ensuring the integrity of our long term return profile of our investments. Our Board and senior management will also ensure compliance with the rules and regulations of a regulated financial institution wherever we have investments or operations.

As a Development Finance Institution, we want to ensure that our investors and investee companies see us as market-ready. We seek to manage our portfolio as an active investor and as an asset owner, with full commercial responsibility under the guidance of our Board.

DBG’s long-term objective is to grow access to national and international capital markets to gradually reduce the dependency on the government for funds and to increase its share of market borrowings at competitive rates of interest. Our focus is to build a network of strong local and international partnerships for enhanced access to financing. We will also provide value-added business support services which will benefit businesses with marketplace capacity development and knowledge transfer.

As an active shareholder or lender, our goal is to promote rigorous corporate governance oversight in our portfolio companies. This includes backing high-calibre and experienced entrepreneurs and institutions. Our independent, diverse group of board members seek to guide and complement our management’s leadership.

Our role is to provide an enabling environment for success within the business community in Ghana. We do not have a desire to direct entrepreneurs’ business decisions but we will pool the financial tool to ensure success.

For additional information on our Corporate Governance Policy, contact [email protected]

Our Board provides overall guidance and policy directions to our management team. Our Board operates on an independent basis, with the added statutory responsibility in conjunction with the CEO. At all times the Board will be focused on ensuring the protection of the Banks reserves.
The Board is set to meet on an annual basis, scheduled with quarterly update meetings throughout the year. On an as-needed basis, additional meetings will be organized to conduct the business of the institution. The Board is constituted in line with the Directive issued under section 41 (2) of the Development Finance Institutions Act, 2020 (Act 1032). At least 60 percent of members will be independent directors on Boards in most cases and will have the following reserved matters as decisions:

• Setting the overall long term strategic objectives of the bank,
• Setting the annual budget as well as the review and approval of the annual audited statutory accounts,
• Reviewing and approving all investments and exit offers,
• Engaging the banks as well as all funding proposals,
• Approving the appointment of senior management and putting in place the right structures for succession planning related to the institution.

The following Board committees, each chaired by a non-executive Director who is independent of management, will be set up with specifically delegated authorities as required under the Bank of Ghana corporate governance directive. The role of the sub-committees will be structured such that delegation of authorities of the Board is left to the individual committees.

The Committees of the Board consists of:

• Board Finance and Audit
• Board Credit and Risk
• Board Governance, Nominations, and Remunerations
• Board Technology
• Board Cyber and Information Security

Other committees will be carved out in due course to ensure the smooth running of the organization.

DBG’s management seeks to work with the Board in an open and transparent manner. Providing information to the Board on an ongoing basis will allow the Board to effectively carry out its responsibilities and make decisions on behalf of its stakeholders.

The Risk Committee at DBG will primarily be responsible for advising the Board on the Regulated Financial Institution’s overall current and future risk and define in that process the tolerance/appetite and strategy of the Institution for various risks including AML/CFT risk and for overseeing Senior Management’s implementation of the risk strategy. The committee shall be chaired by an experienced independent director who is knowledgeable in risk management, finance, accounting, economics, and other business skills.

The Compliance, Ethics & Business Conduct Committee has the delegated authority to approve new investment and exit decisions beyond the defined threshold for Management’s approval. Transactions will be considered to be finally approved by the wider Board after a review or approval is requested by the Business Conduct Committee. The minutes of these meetings are circulated to the wider Board for comments. This committee is poised to meet as many times as needed during the year to discuss business and investment matters, however, at a minimum they should meet six (6) times during the year to ensure the proper scrutiny is being given to the investment process.

This committee comprises mainly of independent directors, the AC’s role at DBG is to support the Board in its oversight responsibilities by reviewing – among other things – our classification of internal controls, and processes used for financial reporting, audit, and monitoring compliance in line with the laws and regulations in Ghana. The AC will also review the scope and findings of the external audit performed annually and the independence of the external auditors. The audit committee will be supported by the Internal Audit and Internal Controls Unit of the bank. This is to ensure that at DBG we have the right level of segregation of roles and responsibilities as well as independence. The internal audit as well as the internal controls unit will report functionally to the Audit Committee and administratively to the office of the Chief Executive Officer. In line with international governance practices, the internal audit function will be granted unrestricted access to all records, properties, and personnel to effectively perform its functions. In some instances, the Internal Audit unit within the Bank will be requested by the Board of Directors to undertake special reviews by the leadership team.