Standard Chartered Bank Botswana's board has proposed a 10% increase in directors' remuneration, arguing that the adjustment is necessary to retain and attract qualified board members in an increasingly demanding governance environment.
The proposed increase will be tabled for shareholder approval at the bank's 51st Annual General Meeting scheduled for June 30, where shareholders will be asked to approve the directors' remuneration for the ensuing year.
According to the bank's 2025 annual report, the board chairperson's annual retainer would rise from US$23,500 (P318,492) to US$25,850 (P350,341), while the sitting fee would increase from US$2,000 (P27,105) to US$2,200 (P29,816). Ordinary board members would see their annual retainers increase from US$11,200 (P151,791) to US$12,320 (P166,971), with sitting fees moving from US$1,500 (P20,329) to US$1,650 (P22,362).
The proposed adjustments also extend to board committees. Committee chairpersons would receive an annual retainer of US$8,360 (P113,301), up from US$7,600 (P103,000), while their sitting fees would increase from US$1,250 (P16,941) to US$1,375 (P18,635). Committee members would see retainers rise from US$3,750 (P50,823) to US$4,125 (P55,905) and sitting fees increase from US$1,000 (P13,552) to US$1,100 (P14,902).
In the annual report, the bank said the remuneration framework is designed to support its strategic objectives by balancing rewards for short-term performance with long-term sustainable value creation. The board noted that director compensation is benchmarked against prevailing market trends for organisations of similar size and complexity.
"To ensure continuity and that the Company retains and attracts the appropriate calibre of directors, the Company proposes a 10% upwards revision of the Directors fees," the bank stated in the report.
The bank added that remuneration and benefits paid to directors are intended to attract independent non-executive directors with the skills and experience required to determine strategy and oversee its implementation. Independent non-executive directors are also reimbursed for expenses incurred while carrying out their duties, including travel and subsistence costs.
Executive directors do not receive separate fees for serving on the board. Their compensation is governed by their employment contracts and includes salary, pension contributions, benefits and performance-linked remuneration.
Shareholders will vote on the remuneration proposal under Resolution Five of the AGM agenda, which seeks approval of both the remuneration paid during the 2025 financial year and the revised fee structure for the year ahead.