The governing body leads ethically and effectively as the focal point of corporate governance in the organisation.
Exception declaration
All the recommended practices in support of Principle 1 have been implemented.
Specific disclosures
(a) Disclosures in relation to the characteristics and values of the governing body:
- Whether the governing body is satisfied that members individually and collectively are cultivating and exemplifying the characteristics: Integrity, Competence, Responsibility, Accountability, Fairness and Transparency.
The board is satisfied that its members, both individually and collectively, consistently cultivate and exemplify the characteristics of integrity, competence, responsibility, accountability, fairness and transparency.
The board sets and embeds the tone for ethical and effective leadership, acting as the custodian of corporate governance and ensuring that these characteristics are demonstrated through conduct, decision‑making and oversight. Boardmembers annually sign the Board Ethics Statement, reaffirming their personal and collective commitment to ethical leadership, integrity, and acting in the best interests of Nedbank and its stakeholders. Through this statement, directors commit to honesty, good faith, responsible leadership and the avoidance and disclosure of conflicts of interest. This is further supported by robust governance structures, annual fit‑and‑proper assessments, and conflict‑of‑interest processes and declarations.
The board's role as the focal point of governance is reinforced by clearly defined responsibilities, the application of prudent and effective controls, strategic oversight, and continuous monitoring of ethical culture across the organisation. The board ensures accountability, transparency, ethical behaviour and strong performance through well‑established governance frameworks, supported by 10 board committees and a clear separation of roles to promote independent judgement.
The board's commitment to competence is demonstrated through its diversified and experienced composition, annual evaluations (alternating between internal and independent), and a rigorous induction and continuous training programme that ensures directors remain well equipped to discharge their duties effectively.
The characteristics of fairness and transparency are embedded in the board's governance practices, including transparent disclosures, open stakeholder engagement, adherence to applicable laws and governance codes, and the commitment to diversity, representativity and fairness in board composition and conduct. Nedbank's governance philosophy is founded on values‑driven leadership, transparency, accountability, prudent control, and strong ethical foundations.
Based on the governance practices, annual assessments, oversight and the ethical leadership framework described above, the board is satisfied that it continues to exemplify ethical and effective leadership consistent with the requirements of King V.
For more information, please refer to the 'Governance Review' chapter of the 2025 Governance Report.
(b) Disclosures in relation to overarching governance role and functions:
- Whether the governing body is satisfied that it has covered all dimensions of its governance role and fulfilled its responsibilities in accordance with its charter for the reporting period.
The board is satisfied that it has effectively covered all dimensions of its governance role and fully discharged its responsibilities in accordance with its board charter.
The board charter sets out the board's primary governance responsibilities, including setting and steering strategy; approving policies, frameworks and plans; overseeing strategy implementation; ensuring accountability and transparency; and upholding the highest standards of governance, ethics and integrity. These responsibilities were fulfilled through the board's ongoing oversight of strategic direction, risk, performance, regulatory compliance, organisational ethics, and stakeholder engagement.
The board's work was supported by 10 board committees, each with clearly defined mandates and decision‑making powers. These committees operated within updated and reviewed charters, enabling the board to meet its obligations across critical governance dimensions, including audit, risk and capital management, technology and information governance, sustainability and climate resilience, remuneration, directors' affairs, transformation, ethics, social responsibility, and model risk oversight.
For more information, please refer to the 'Governance Review' chapter of our 2025 Governance Report.
- The number of meetings of the governing body held during the reporting period and attendance at those meetings.
Nedbank Group Limited held 11 board meetings with an overall attendance of 98%. Nedbank Limited held 6 board meetings with an overall attendance of 100%. This is above the minimum attendance level of 75% in terms of Nedbank's Policy on Nomination and Appointment of Directors.
For a full register of all board meeting attendance, please refer to the 'Governance Review' chapter of our 2025 Governance Report. Please also refer to Principle 6 below for board committee attendance.
- Key activities for the reporting period and planned areas for future focus.
The board's focus areas for 2025 included managing board and executive succession, overseeing strategy execution, overseeing risks and identifying growth opportunities, leading in sustainability matters, and reputational matters.
For full details of the board's focus areas and key decisions please refer to the section titled 'Ensuring value though good governance' in our 2025 Integrated Report.
(c) Disclosure in relation to the performance evaluation of the governing body:
- Whether an evaluation of the performance of the governing body (including its committees, its chairperson and individual members) has been conducted and, if so, an account of the high-level findings along with the key measures to address these.
Nedbank Group Limited conducts board and board committee evaluations annually (alternating between internal and independent evaluations). The evaluations include the performance of the board, board committees, the board Chairperson, individual boardmembers and the company secretary.
IoDSA undertook the 2025 independent board and board committee evaluations.
A summary of the high-level findings from the 2025 independent board and board committee evaluations are disclosed in the 'Governance Review' chapter of our 2025 Governance Report.
