Governance Principles

Governance at the heart of corporate responsibility and overall performance. Orabank is based on a clear, transparent and effective organization of its governance. Our directors are loyal and can justify their honesty at any time. These are evaluated annually according to an internal (self-assessment) or external (by an external provider) model.


board Directors


female Board Directors


independent Board Directors


attendance at Board of Directors meetings


committees of the Board of Directors


Governance structure
The Board of Directors determines the strategic orientations of the Group’s activity and ensures their implementation by the General Management. This general mission is set out in these terms in the Governance Charter of our banking group.

Board of Directors

Composition of the highest governance body and its committees
Oragroup is administered by a Board of Directors composed of 11 Directors, including 4 seats assigned to independent staff. All of Oragroup’s subsidiaries have a Board of Directors. The Councils have a balanced composition between independent and executive directors, and meet several times per year.
As of December 31, 2021, the Board of Directors was composed of eleven directors, including two women and nine men, and four independent directors:
  • Mr. Vincent LE GUENNOU
  • Mr. Ferdinand NGON KEMOUM
  • Mr. Brice LODUGNON
  • Mr. William NKONTCHOU
  • Mr. Jean-Louis MATTEI, non-executive;
  • Mr. Ibrahima DIOUF, non-executive and permanent shareholder representative;
  • Mrs. Anne Claire GREMEAUX
  • Mr. Alassane BA (Independant)
  • Mr. François KLITTING (Independant)
  • Mrs. Marie Ange SARAKA YAO (Independant)
  • Mr. Tchétché N’GUESSAN (Independent).


Chair of the highest governance body
The Board of Directors is chaired by Mr. Vincent Le Guennou appointed since 2009.

Appointment of Members

Nominating and selecting the highest governance body
The term of office of the members of the Council shall be 3 years, renewable.
One third of the members of the Board are independent directors.
The Board of Directors ensures that its composition fairly reflects the voting rights of its shareholders and the international nature of the Group’s activities, in particular through the presence of directors of different nationalities and cultures.

Ethical governance

Conflicts of interest
The Board of Directors shall ensure that at least 1/4 of its members are independent directors, in accordance with the recommendations relating to Circular No. 01-2017/CB/C on the governance of credit institutions and financial companies in the WAMU. A Director is independent when he or she has no relationship of any kind with the institution or its group that is likely to impair his or her independence of judgment or place him or her in a situation of apparent or potential conflict of interest.
The Board of Directors debates annually on the report of the Governance Committee on the status of independence of each Independent Administrator in relation to the criteria set out in Circular No. 01-2017/CB/C on governance. The Board of Directors considers the following directors to be independent:
  • Mrs. Marie-Ange SARAKA YAO
  • Mr. François KLITTING
  • Mr. Alassane BA
  • Mr. Tchétché N’Guessan
Directors behave loyally towards society. They must show courage, transparency, integrity and discernment. At any time, they must be able to justify the honesty necessary for the performance of their mandate. They must be available and actively involved in the execution of the tasks and tasks entrusted to them.
An Ethics and Good Governance Committee has been established to collect and address all ethical, ethical and governance issues. It is one of the most active Committees of the Board of Directors of the Orabank Group, which in 2015 adopted a Governance Charter applicable to all of the Group’s agents and managers and a Rules of Procedure of the Board of Directors.
In addition to the rules governing the functioning of the Board of Directors laid down in the statutes of the Company, the Board of Directors has a Rules of Procedure which define the rights and duties of the Directors and specifies the procedures for the functioning of the Board and its specialized committees in accordance with the statutes, and a charter of the Director.

Missions of the Board of Directors

Role of highest governance body in setting purpose, values, and strategy
The Board of Directors determines the orientations of the Company’s business and ensures their implementation. Subject to the powers expressly attributed to the shareholders’ meetings and within the limits of the corporate purpose, it deals with any issue concerning the proper operation of the Company and settles the matters that concern it through its deliberations. The Board of Directors is vested with specific powers by law, the Articles of Association and its internal regulations.
Thus, the Board of Directors has the following functions, among others
  • Define and approve the Group’s overall strategy, overall governance framework, corporate culture, principles and values.
  • Assume ultimate responsibility for the financial soundness of the Company and its compliance with the legal and regulatory provisions governing its activities.
  • To be effectively involved in the activities of the Company, in accordance with its legal, regulatory and statutory responsibilities, by informing itself of significant changes arising from the economic or operational environment of the establishment and acting in a timely manner to protect the long-term interests of the Group.
Frequency and attendance at meetings
At the beginning of the year, the Board decides on the schedule of its meetings at a frequency of one meeting per quarter, except for urgent or necessary meetings. The Board is convened by letter sent to its members at least eleven days in advance. Prior to each meeting, the Company provides the members of the Board with all the information necessary for them to decide on the agenda, including qualitative and quantitative information on the Company’s and the Group’s activities.
The Board of Directors shall discuss its composition, organization, operation and evaluate its work at least once a year. The minutes of each meeting are approved at the next meeting. In 2021, the Board met nine times. Most meetings were held by videoconference due to the COVID-19 health crisis, but with at least three directors meeting on the same site and with the presence of senior management invited. The average length of meetings was 3 hours, 47 minutes shorter than the previous year.
Specialized committees
In accordance with the provisions of the bylaws and the law, the Board has set up five specialized committees in the spirit of good corporate governance five specialized committees, namely the Audit Committee, the Risk Committee, the Ethics Committee, the Ethics, Good Governance and Nomination Committee, the Investment and Strategy Committee and the Human Resources and Compensation Committee.
The terms of reference and rules of operation of each of these committees are defined by their charters, which have been validated and adopted by the Council. These charters have also been brought into line with the provisions of Circular No. 01-2017/CB/C on the governance of credit institutions and financial companies.

Continuous training

Collective knowledge of highest governance body
In parallel with the evaluation, targeted training is organized for all on the standards and issues of good governance. In 2018, a training session was held for the Directors and Group Directors on the impact of Banking Commission circulars on the activities of UMOA banks.
The training schedule for the Group’s directors is one of the topics discussed at the six meetings of the Ethics, Good Governance and Nomination Committee.

Evaluation of the Board of Directors

Evaluating the highest governance body’s performance
The Board of Directors conducts an annual evaluation of its operations with a view to conducting an introspection on its performance, through both individual and collective contributions from directors, making the necessary adjustments and highlighting the training needs of directors.
In 2015, a first self-assessment of directors took place, led by the Council’s Ethics and Good Governance Committee. Since 2017, it has been combined with an evaluation conducted by an external firm. The evaluation system of our administrators is also based on the ethical and ethical issues.
In 2021, the self-assessment shows that the directors have the personal skills to carry out their mandate properly. The cognitive and functional qualities of Board members are also satisfactory and sufficient to enable them to carry out their work. In addition, the directors consider themselves sufficiently satisfied with their level of training.
The Board of Directors examined the results of its self-assessment and defined the areas for improvement as well as its work program for the year 2022.
Council members completed the online evaluation questionnaires by ranking a list of statements on the following scale statements on the following scale: Yes (Perfectible Very Satisfactory) / No / N/A.
The evaluation of the Board of Directors of ORAGROUP S.A. for the year 2021 was carried out in the form of a questionnaire designed to assess the following areas:
  • Key responsibilities
  • Obligations to the executive body
  • Structure and composition
  • Organization and operation
  • Specialized committees
  • Deontology, ethical governance and principles of good conduct
At the level of the five committees of the Board
  • Compliance with the content of the charter
  • Nomination process for members
  • Conduct of the meetings
  • Training of members and means made available
  • Reports to Council
  • Deontology, ethical governance and principles of good conduct
At the level of the members of the Board
  • Personal skills (motivation, integrity, loyalty, independence of mind)
  • Cognitive and functional qualities (analytical and synthetic skills, objectivity, open-mindedness, sense of ethics, team spirit, listening and sensitivity, communication, influence, vision, political sense, sense of responsibility, spirit of decisions and solidarity, management sense)

Diversity of the Board of Directors

Diversity of governance bodies and employees
The Board of Directors is composed of two women, Mrs. Anne Claire GREMEAUX and Mrs. Marie Ange SARAKA YAO. The Board of Directors shall ensure that its composition equitably reflects the voting rights of its shareholders and the internationalization of the Group’s activities, including the presence of directors of different nationalities and cultures.

Remuneration of governance bodies

Remuneration policies
The remuneration and benefits of directors are determined in accordance with the provisions of the uniform act on the law of commercial companies and EIGs. They are the subject of an initial proposal by the Board of Directors, which submits them to the Ordinary Shareholders’ Meeting for approval, which determines the total amount of compensation to be allocated to the members of the Board of Directors.
This amount is divided among all the members of the Board of Directors at the rate of Y for the Chairman, Y x 80% for the independent directors and Y x 50% for the other non-executive directors. Directors’ fees are paid at the beginning of each quarter. The amounts paid cover committee work.
The directors have received compensation for their duties, the amount of which was set by the General Meeting and distributed by the Board itself among its members. The amount of the directors’ fees has been regularly reported to the statutory auditors. For the year 2021, Oragroup has paid the members of its Board of Directors a total of 340,000 euros in directors’ fees. In addition to these fees, the directors are entitled to reimbursement of their travel and accommodation expenses for attending Board meetings.

Delegating authority

Delegation of authority

Mr. Ferdinand NGON KEMOUM is the Managing Director, assisted by two Deputy Managing Directors N’DIAYE Cheikh Tidiane and KANE Mamoudou.
The Chief Executive Officer and the Deputy Chief Executive Officer are vested with the broadest powers to act in all circumstances in the name of the Company, within the limits of the corporate purpose and subject to those expressly attributed to the General Meetings and specially reserved to the Board of Directors by the legal provisions and/or by these Articles of Association. Their mandate does not include any particular limitation of powers.
The By-Laws contain various provisions designed to promote informed decision making with respect to major or strategic transactions.
As part of an internal analysis carried out on the points to sustain and improve the governance of Orabank, measures have been adopted and implemented:
  • Elaboration of a charter définissant a clear, transparent organization and efficace between the holding company and the filiales
  • Formalization of différentes Group procedures
  • Strengthening the organization of the holding company through the creation and strengthening of key support functions at filiales
  • Setting up management committees
  • Reforming the credit approval process by instituting more collegiality in decision making
  • Adaptation of the system of delegation of authority
  • Anticipation of our compliance with the regulators in order to comply with Basel II and III standards by 2017
Following on from the external growth operations carried out by Oragroup, a second phase consists of consolidating all Group entities and making them profitable. This objective, coupled with the défis that the Orabank group faces in the countries of presence, has led Oragroup to définir a medium-term strategic vision that consists in building a leading banking group that participates in the financement sustainable development of Africa.
Its mission will consist essentially in providing its customers with tailor-made banking products and services financiers, meeting the best international standards and enabling them to carry out their projects under the best conditions.
Group Corporate Social Responsibility
Corporate Social Responsibility (CSR) is at the heart of our business and our Group is working towards integrated value creation, not limited to our performance in terms of financial results, but also including the nature of the resources committed to achieving these results as well as the impact of these results on our stakeholders and on society in general.
Senior Management sets targets for societal contributions to Africa and annually validates the integrated report that presents our commitments and results in support of United Nations SDOs and based on recognized international frameworks such as GRI standards and PRI principles.

Continuous improvement of risk management

Effectiveness of risk management processes

ORAGROUP’s Internal Control and risk management procedures are part of a system that complies with circular N°003/2017 of the Banking Commission relating to the organization of the internal control system of WAMU institutions. The Orabank Group has control functions in the areas of internal audit, risk management and compliance.
The risk management function oversees the risks taken in all Group activities. Orabank. The governance system for the risk management function within the Group Orabank ensures the effective participation of the Board of Directors and the executive body through the supervision of functions and the existence of a real risk management environment. The organizational structure of Orabank Group Risk Management is organized around three main pillars: Governance, Management and Control.
This structure makes it possible to :
  • Supervision by the Board of Directors and the Executive Body ;
  • The existence of independent risk management functions that ensure separation; between operating units and control functions ;
  • The existence of independent units of control.
Orabank is committed to the continuous improvement of its identification system for assessing, monitoring, controlling and managing the risks associated with its activities. Since 2015, our growth model is undergoing a major transformation and the Orabank Group is integrating the management standards of international banks. One of our main missions is to maintain a solid risk management system in place to continuously support the growth of the Orabank Group.
This makes it possible to supervise and manage all risks taken on the activities of the entities, such as credit risk, operational risk, market risk, strategic risk, social and environmental risk. The Environmental and Social Risk Management System (SYMRES), set up by the Orabank Group, is used in the granting of financements and aims at identifier the potential social, environmental and governance risks related to any investment project submitted to the bank.