Your Business Partner Since 1967
NDB Head Office building in Waigani, Port Moresby

Corporate governance

High standards of accountability, ethics, transparency and fairness in everything we do.

Good governance protects everyone we serve.

As a visionary and ambitious State-Owned Enterprise, NDB believes that long-term success and sustainability rest on a solid reputation and a strong brand in the banking industry.

The Bank sets high standards of accountability, business ethics, transparency and fairness, and follows best practice in good governance to protect the interests of its shareholders, clients, employees, the Government and the general public.

At the forefront of the Board’s governance efforts are its working committees. Taking a proactive, long-term view, they make sure the Bank adheres to its corporate governance principles, meets its legal obligations, and manages financial reporting, operational and regulatory risks.

NDB’s Corporate Governance Principles are set out in charters that guide each committee. The committees report to the Board on governance practices across the Bank’s operating units, and the decisions that follow reinforce financial responsibility, integrity and commitment to service every day.

How NDB is governed.

Board of Directors

The Board of Directors brings together professionals and practitioners from fields such as banking, law, accounting, academia, government, and general business management and strategy.

The Board is authorised to act on behalf of National Development Bank Ltd and its shareholders on all matters affecting the management, administration and operations of the Bank, subject to the legal limits and mandate set by the National Development Bank Act 2007.

Chaired by the Chairlady

Lending Committee

The Lending Committee reviews and approves the Bank’s loans and investments, as well as other credit-related matters. It assesses the viability of credit and investment proposals, paying particular attention to whether the credit extended is appropriate and the risks involved. Proposals beyond its approval authority are endorsed to the Board.

It also oversees regular credit reviews, account by account and across the portfolio, and assesses credit policies, procedures and risk standards, issuing credit manuals when required.

Meets as often as necessary

Audit, Risk & Compliance Committee

The Audit, Risk & Compliance Committee acts on behalf of the Board and oversees the Bank’s financial reporting and controls, and its internal and external audit functions. It reviews the Bank’s annual audit plan, its system of internal controls, and regular financial and audit reports. It also reviews strategic issues relating to plans and policies, financial and system controls and operating methods, checking that they are adequate and identifying improvements. The Internal Auditor and the independent external auditor report to the Committee.

The Committee is responsible for policy development and oversight of the Bank’s credit, market and operational risk exposures. It oversees the limits of discretionary authority that the Board delegates to management, making sure they are observed and that any breaches are corrected immediately. It sets the framework for reporting risks to the Board, including an assessment of the probability and potential impact of each identified risk. These reports cover portfolio concentrations, value-at-risk measurements and breaches of limits.

The Committee is chaired by a member of the Board. Its members include the Chief Executive Officer and senior managers with accounting, audit, lending and legal expertise.

Meets at least quarterly Chaired by a Board member

Tender Committee

Acting within limits set by the Board, the Tender Committee is authorised to call for, accept and close tenders; to review, select and recommend tenders for approval; and to recommend the acquisition, investment, divestment and disposal of assets.

It evaluates tenders for legal and technical compliance when acquiring assets and services, or when retaining or disposing of tendered assets, making sure all tenders meet the Bank’s requirements.

The Committee is chaired by an independent director. Its members include the Principal Legal Officer, the Manager for Property & Safety and the Executive Manager, Accounting & Finance.

Meets as required Chaired by an independent director

ICT Steering Committee

The ICT Steering Committee acts on behalf of the Board in planning, managing and controlling the Bank’s IT systems, processes and infrastructure. With Board approval, it is authorised to design, develop or acquire and implement corporate IT systems, controls and infrastructure that support the objectives of the National Development Bank.

It monitors the progress and status of IT projects, and evaluates and recommends IT policies and strategies that meet the Bank’s long-term needs.

Its members include the Chief Executive Officer and senior managers from Accounting & Finance, Lending, Internal Audit and ICT.

Meets at least monthly, or as needed

Whistleblower policy.

The Policy encourages and makes it easy to report complaints or concerns about lending and credit, finance and accounting, internal controls, property acquisition, management and disposal, MIS and electronic banking systems, human resources, credit oversights, mortgage disclosures, and other suspected violations of the Code of Conduct, NDB policies, laws or regulations.

The Board of Directors has set up procedures for confidential, anonymous reporting. The Policy applies to all current board members, management, employees, volunteers and temporary employees, including related parties of NDB.