Appointment dates: The Directors executed their respecve appointment leers (or service agreements in respect of the Execuve Directors) in relaon to ASA Internaonal plc
on 28 June 2018, the terms of which took eect as of Admission (i.e. 13 July 2018). Guy Dawson was appointed as Chairman with eect from 1 January 2021 pursuant to a leer
of appointment dated 17 December 2020.
Guy Dawson
Non-Execuve Chairman
Appointed: 1 January 2021
N
ID
Hanny Kemna
Independent
Non-Execuve Director
Appointed: 28 June 2018
A/R
R
ID
Dirk Brouwer
Chief Execuve Ocer
Appointed: 15 May 2018
Dr Salehuddin Ahmed
Independent
Non-Execuve Director
Appointed: 7 December 2020
A/R
ID
N
Mr Dawson became a Non-Execuve Director of ASA Internaonal
Holding (‘ASA Internaonal’) in 2013 and became a Director of the
Company on 28 June 2018. He was appointed Chairman of the Board
on 1 January 2021. Mr Dawson connues to chair the Nominaon
Commiee and the Independent Directors’ Commiee. Mr Dawson has
extensive experience as a Non-Execuve Director and previously served
in that capacity on the boards of The BOC Group plc and Alliance Boots
plc. He is currently a Non-Execuve Director of Egerton Capital and
Citywire Holdings. He was a founding partner of the independent
corporate advisory rm Tricorn Partners, and prior to that held senior
investment banking posions in London at Nomura, Merrill Lynch and
Deutsche Bank.
Ms Kemna has been a Non-Execuve Director since 2018 and was
appointed as Senior Independent Director on 1 January 2021. She is the
Chair of the board of Directors for Dutch pension provider and asset
manager MN. Ms Kemna is also the Chair of the Audit Commiee at
insurer Vivat – Athora NL, at healthcare insurer Menzis and at the
Naonal ICT Instute for Healthcare in the Netherlands. Since 2020,
she has served as a deputy member of the Board of the Dutch Court
of Auditors. She worked for Ernst & Young for 22 years and was one
of Ernst & Young’s Global Lead Partners of Operaons and IT audit.
Ms Kemna has a broad experience in working with internaonal nancial
and government instuons.
Mr Brouwer co-founded ASA Internaonal in 2007 and has since served
as its Execuve Director and Chief Execuve Ocer. With over 20 years
of experience in investment banking, and 15 in micronance, he is also
the Managing Director of Catalyst Micronance Investors (‘CMI’),
which he co-founded in 2006. Mr Brouwer has held several senior and
supervisory posions, having acted as a board member of CMI and
Founder and Managing Director of Sequoia, which he founded in 2002.
Prior to this, he spent 14 years working at Merrill Lynch and
PaineWebber. He is also Non-Execuve Chairman of CarbonX.
Dr Ahmed has been a Non-Execuve Director since December 2020.
He is currently a Professor at the Graduate School of Management at
BRAC University and an Independent Director of Grameenphone Ltd.
He is also on the advisory bodies of several governmental and non-
governmental agencies in Bangladesh and a member of the Board of
Trustees of three universies and a postgraduate instute. Dr Ahmed
was the Governor of the Bangladesh Bank (Central Bank) between 2005
and 2009. Prior to this, he was the Managing Director of Palli Karma-
Sahayak Foundaon (‘PKSF’). He has worked as a Consultant for many
internaonal agencies and has authored over 90 publicaons.
The Board of ASA Internaonal combines leadership in
micronance with strong nance and banking experience.
The Directors possess both solid industry experience as well
as mulple years of experience in internaonal nance and
Appointment dates: The Directors executed their respecve appointment leers (or service agreements in respect of the Execuve Directors) on 28 June 2018, the terms of
which took eect as of Admission (i.e. 13 July 2018). Hanny Kemna was appointed as Senior Independent Director with eect from 1 January 2021 pursuant to a leer of appointment
dated 17 December 2020. Salehuddin Ahmed was appointed as a Non-Execuve Director pursuant to a leer of appointment dated 7 December 2020.
Aminur Rashid
Execuve Director, Operaons
Appointed: 28 June 2018
Praful Patel
Independent
Non-Execuve Director
Appointed: 28 June 2018
R
ID
N
Karin Kersten
Execuve Director,
Corporate Development
Appointed: 25 April 2022
Gavin Laws
Independent
Non-Execuve Director
Appointed: 28 June 2018
A/R
R
ID
Mr Rashid is currently the Execuve Director, Operaons. Since joining
in 2011, he has held the posions of Chief Coordinang Ocer and
Head of Operaons. Prior to this, Mr Rashid was a Director of ASA
Bangladesh, since 1992, which is closely associated with the Company’s
micronance programme. Before joining ASA, Mr Rashid worked at
Grameen Bank. With over 29 years of experience in micronance, he has
held mulple senior industry posions, and worked in extremely varied
developmental contexts including Tajikistan, India, Mexico and Nigeria.
Mr Patel became a Non-Execuve Director of ASA Internaonal in 2013.
He is also a Non-Execuve board member of IMAGO Global Grassroots
and an independent Non-Execuve Director of CMI. Prior to this, he
served as a board member of both the Africa Capacity Building Program
and the African Center for Economic Transformaon, as well as
Chairman of the Appeals Board of the Global Fund and President of the
Centennial Group’s African and Middle East Wing. From 2010 to 2012,
Mr Patel was the Leading Expert Panellist for the Program of
Infrastructure Development for Africa. From 1974 to 2008, he held
several senior leadership roles within the World Bank.
Ms Kersten joined the management of the Group as Corporate
Development Director on 1 October 2021. She joined the Group from
ABN AMRO Bank where she had a disnguished career, most recently
serving as Managing Director, Trade & Commodity Finance. Ms Kersten
is also a Member of the Supervisory Board of Mondriaan Fonds and
Chairman of the Audit Commiee of Mondriaan Fonds. She is a member
of the Selecon Commiee of Hotelschool The Hague.
Mr Laws became a Non-Execuve Director of ASA Internaonal in 2013,
a posion he also holds at Finablr plc. He also serves as the Non-Execuve
Chair at Union Bank UK plc, Berkhamsted Schools Group and Liverpool FC
Foundaon. Prior to this, he was a Director of Nidebsa Limited and a
Trustee of Trans Antarcc Winter Traverse. Unl 2012, Mr Laws worked
at Standard Chartered Bank for over 30 years. During that me, he
served in several execuve roles, both in London and overseas, including
as Group Head of Corporate Aairs and Regional Head of Governance.
1 Guy Dawson was co-opted onto the Audit and Risk Commiee for the meeng held on 7 December 2021 in the absence of Gavin Laws.
2 The Board meengs in May were held on successive days and discussed substanally the same material. Therefore, although Gavin Laws was absent from one and Hanny Kemna
from the other, they both parcipated equally with the other members of the Board.
3 To be appointed on April 25, 2022
spread of Covid, including (among others) lockdowns, curfews,
mandatory self-isolaon and quaranne, the closure of public places
(such as markets), and restricons on public gatherings and travel.
Some of these measures, in parcular the imposion of a temporary
lockdown, materially impacted the income-generang capacity of our
clients and reduced the ability of our sta to conduct regular client
meengs and collect loan instalments and disburse new loans. The
Board carefully monitored the developments in India in parcular,
including cost-saving measures, streamlining the business, and the
provisioning required in relaon to the porolio in India.
• The Board also considered proposals to diversify ASAI’s investor base
in India, the impact of elecons in Assam, capital requirements in
India and Pakistan, and the polical developments in Myanmar.
• The Board acvely discussed the digital nancial services (‘DFS’)
digital transformaon project, the pilot project in Ghana and the app
to be developed in relaon thereto. The acquision of a core banking
system was also on the agenda of the Board, which approved the
appointment of Temenos as a supplier.
• The Board reviewed the progress towards complying with the
recommendaons of the Task Force on Climate-related Financial
Disclosures. The Sustainability Commiee has been set up on the
Board level to ensure Board oversight by including three execuve
Board members, the Chief Execuve Ocer and two Execuve
Directors, in it. The Commiee will meet regularly to discuss progress
and performance on climate-related topics.
• The Board regularly reviewed the impact of the second wave of Covid
on operaons in various countries, especially India and the
Philippines, and the impact thereof on the net prots of the Group.
• The Board regularly reviewed operang reports from the CEO and
the Execuve Director, Operaons, nance reports from the CFO,
the nancial statements and interim nancial statements, and reports
by the Chairmen of the Audit and Risk Commiee, the Remuneraon
Commiee and the Nominaon Commiee.
• The Board approved the Company strategy for 2021-26, which has
three main pillars: to increase nancial inclusion, to add a digital
channel to its branch model, and to broaden its range of products and
services. This will enable the Company’s clients to strengthen their
businesses with a wide range of digital nancial and other online
services as well as strengthening the micronance business model.
It also aims to broaden the range of nancial services oered by the
Company; in parcular, to allow it to conduct branchless banking,
enable the making of digital payments, and diversify its service oering.
• The Board connued to focus on migang the impact of Covid on
the Group and on our clients and delivering operaonal eciency
and cost savings across our business. The frequency of meengs
and exibility in meeng arrangements was increased to deal with
challenges arising through the year. During the rst half of 2021, the
second wave of Covid had a huge impact in many of our operang
countries, especially India and the Philippines, which led governments
in these countries to take stringent measures to halt the further
The salaries and fees of the Directors were approved by the Board on 28 June 2018. The salaries and fees of all Directors remained unchanged in
2021 except for the standard xed-rate increment for the Execuve Director, Operaons.
The salary levels for senior managers responsible for managing the Group were set in 2018 based on advice received from the remuneraon
consultants Willis Towers Watson who performed a benchmarking study of salaries in Dhaka and the Netherlands at the me of the IPO in 2018.
Senior management was rewarded at the me of the IPO through the exercise of stock opons.
Salaries at a country level are set by the local country management. Through our employee surveys management collects insights on salary
expectaons. The Company also considers salary levels paid in the markets including those paid by our competors. In 2021, the average percentage
increase in salaries at ASAI was 9%, and the actual increase in expenditure was 13% (see table below).
Parculars
Total (2021)
USD ’000
Total (2020)
USD ’000
Increase
in USD ’000%
Employees’ remuneraon56,81351,6085,20510%
The Company has adopted a long-term incenve plan as more fully described on page 83.
Key performance indicators
(Amounts in USD million)2021202020192018
% Change
2021 – 2020
% Change
2020 – 2019
% Change
2019 – 2018
Number of clients (m)2.42.42.52.20%-6%17%
Number of branches 2,0441,9651,8951,6654%4%14%
Net loss/prot 6.4-1.434.524.5556%-104%41%
OLP
1
403.7415.3467.4378.5-3%-11%23%
PAR>30 days
2
5.2%13.1%1.5%0.6%
1 Outstanding loan porolio (‘OLP’) includes o-book Business Correspondence (‘BC’) loans and Direct Assignment loans, excludes interest receivable, unamorsed loan
processing fees, and deducts modicaon losses and ECL provisions from Gross OLP.
2 PAR>30 is the percentage of on-book OLP that has one or more instalment of repayment of principal past due for more than 30 days and less than 365 days, divided by
the Gross OLP.
The annual percentage change in the Directors’ pay over the ve years to 2021, compared to the average for other employees, is set out below:
Directors are entled to an employer contribuon to a pension scheme
or a cash payment in lieu.
Payments in lieu of pension and
employer contribuons to dened
contribuon schemes are limited to 17%
of each member’s basic salary. This is
equivalent to the contribuon rate for
the majority of the workforce.
Remuneraon policy 2022
Annual Salary Execuve Directors
Dirk BrouwerUSD 425,000
Aminur RashidUSD 180,297¹
Karin KerstenUSD 276,160
1 As Execuve Director of the Company, Mr. Rashid only receives a regular, annual salary for his services to the Company and no Board and Director fees or any other emoluments.
The number of opons granted to Execuve Directors in 2022 will be based on the fair value of the opons as a percentage of base salary proposed.
The maximum salary mulple for Execuve Directors is 35% for 2022.
Malus and clawback provisions only apply to opons, and no component of remuneraon is dependent on performance measures or targets (save for
value being linked to share price increase, in relaon to opons).
The Company does not have any in-employment or post-employment shareholding requirements for its Directors, as the Company believes the
nature of its LTIP, being a market-value opon plan, provides sucient long-term exposure for the Execuve Directors to share price and long-term
shareholder alignment.
The Company has selected a total vesng period of ve years (with opons normally vesng in instalments between years three and ve) as the
appropriate vesng period, as the Company believes that a phased, long term vesng period (without any addional holding period) is warranted
given the growth stage of the Company and the fact the market-value structure of the opon plan means the opons’ value depend on sustained
share price growth. Directors do not receive any incenves (bonus or LTIP) subject to performance condions. The Company does not provide
pension benets to Directors at present although the policy permits it to do so.
Unvested awards, will normally lapse on the date of leaving (‘bad leaver situaon’) unless ‘good leaver’ treatment is applied. ‘Good leaver’ treatment
normally means to remain capable of vesng on the normal vesng date, subject to performance achievement and pro-rata for me. Directors can
confer ‘good leaver’ treatment on any leaver within 30 days of leaving. Directors can reduce vesng and/or impose addional condions on exercise
where they do so.
See also table in Para 4.11.
4.4 Malus & clawback
The Commiee can reduce the number of shares in respect of which an opon vests or can be exercised (including a reducon to zero) if:
• There has been an error in the calculaon of the level of grant or vesng of any opon or the amount of any other variable remuneraon paid
to the director.
• There has been a misstatement of the Company’s results for any year before vesng.
• A business unit or prot centre in which the director worked has subsequently made a loss out of business wrien in that year or from
circumstances that could reasonably have been risk-managed.
• Informaon has emerged since the grant date relang to the relevant nancial year which would have aected the size of the opon granted.
• The Commiee determines in its absolute discreon that the underlying nancial health of the Group has signicantly deteriorated such that
there are severe nancial constraints on the Group which preclude or limit the Group’s ability to facilitate funding of opons and the director was
directly or indirectly (and either solely, or collecvely) responsible for such deterioraon.
• The director has engaged in conduct which has had a material adverse eect on the nancial posion of the Group, the member of the Group
by which the director was then employed or the business unit in which he or she then worked, between the award date and vesng.
• There has been a failure of risk management for which the director was directly or indirectly (and either solely, or collecvely) responsible.
• The director has been guilty of fraud or gross misconduct or has brought any member of the Group into disrepute.
A table with audited Director pay data is shown below.
NamePosion
Annual
salary/fee BenetsBonus
Total
variable pay
(2021)
Total
variable pay
(2020)
Total
xed pay
(2021)
Total
xed pay
(2020)
Dirk Brouwer
Chief Execuve Ocer
– Execuve Director
USD
425,000¹
Travel expenses
on actuals
0
0
0USD
425,000
USD
425,000
Aminur Rashid
Execuve Director
– Operaons
USD
177,515
Travel expenses
on actuals
0
0
0USD
177,515
USD
172,347
Karin Kersten
Corporate Development
Director
–––
–
–––
Non-Execuve Directors
Praful Patel
Non-Execuve DirectorGBP
60,000
Travel expenses
on actuals
0
0
0GBP
60,000
GBP
60,000
Gavin Laws
Non-Execuve DirectorGBP
60,000
Travel expenses
on actuals
0
0
0GBP
60,000
GBP
60,000
Guy Dawson
Non-Execuve DirectorGBP
70,000
Travel expenses
on actuals
0
0
0GBP
70,000
GBP
60,000
Hanny Kemna
Non-Execuve DirectorGBP
60,000
Travel expenses
on actuals
0
0
0GBP
60,000
GBP
50,000
Salehuddin Ahmed
Non-Execuve DirectorGBP
50,000
Travel expenses
on actuals
0
0
0GBP
50,000
GBP
3,360
1 While the salary remained at USD 425,000, the amount paid was USD 439,284 and the dierence comes from translang the monthly salary to Euro for payment to Mr Brouwer
and the tax authories and then back to USD for reporng purposes.
6. Directors’ shareholdings
The shareholdings of Directors in the Company as of 31 December 2021 are shown below. There were no changes in the shareholdings between
31 December 2021 unl 29 April 2022:
Name of Director
Number of
shares
%
holding
Dirk Brouwer
1,2
20,266,14620.3%
Aminur Rashid
1,3
373,1780.37%
1 Reects the Company’s share capital held in the form of indirect benecial holdings of shares through an indirect holding in Catalyst Connuity. The votes aaching to the shares
held by Catalyst Connuity are ulmately controlled a company ulmately controlled by Dirk Brouwer). Decisions taken by this company, including decisions as to the vong of the
relevant shares, are made by the board of Directors thereof (i.e. Dirk Brouwer).
2 Dirk Brouwer holds his interest in the Company via CMIMC which in turn holds its interest in the Company via Catalyst Micronance Investors 30.41% and Catalyst Connuity
16.89%. Catalyst Micronance Investors and Catalyst Connuity own 47.30% in total, each company (ulmately) controlled by Dirk Brouwer.
3 Aminur Rashid has an indirect entlement to the proceeds of future sales of 373,178 shares of the Company, such proceeds to be allocated to him as a beneciary of the ASA
Internaonal Rerement Scheme.
Directors and employees of the Group are required to comply with applicable legislaon relang to dealing in the Company’s shares as well as the
Company’s share dealing rules.
7. Dates of Execuve Directors’ service contracts
NameDate of service contract
Dirk Brouwer28 June 2018
Aminur Rashid28 June 2018
Karin Kersten25 April 2022
ASA Internaonal Group plc
Annual Report and Accounts 2021
90
Commiee Report connued
Remuneraon Commiee report connued
8. Non-Execuve Directors’ appointment leers
Name
Date of
appointment leer
Guy Dawson28 June 2018
Gavin Laws28 June 2018
Praful Patel28 June 2018
Hanny Kemna28 June 2018
Salehuddin Ahmed7 December 2020
All Directors except Hanny Kemna and Salehuddin Ahmed were already on the Board of ASA Internaonal Holding prior to the establishment of
ASA Internaonal Group plc in May 2018. In view of the proposed lisng, Ms Kemna had been idened as a potenal candidate through well-
established contacts in the nancial industry including the Company’s network of advisers. Dr Ahmed was idened through the network of
Mr Choudhury in Bangladesh.
Consideraon of shareholders’ views
The Chairman of the Board will consult our major shareholders on a regular basis on key issues, including remuneraon, and is available
to be consulted by them. The Board shall ensure that a sasfactory dialogue with shareholders shall take place based on mutual understanding
of objecves.
Directors’ pay for 2021
Details of Directors’ pay are stated on page 82. The policy on execuve remuneraon and for xing the remuneraon packages of individual
Directors shall be developed in a fair and transparent manner. No Director is involved in deciding his or her own remuneraon. There has been
no change in pay for Directors except for the standard xed-rate increment for the Execuve Director, Operaons.
Dirk Brouwer – Chief Execuve Ocer
Mr Brouwer is employed through a service agreement dated 28 June 2018. His salary is USD 425,000and will be awarded share opons post the
2022 AGM. The Board approved a salary increase of USD 50,000 for Mr Brouwer as of 25 April 2022. Mr Brouwer’s service agreement is terminable
by either party with six months’ noce, or earlier upon conclusion of a terminaon agreement. The Company will consider making a payment under
any such agreement on a case-by-case basis, taking account of the contractual terms, the circumstances of the terminaon and any applicable duty to
migate. As an Execuve Director of the Company, Mr Brouwer only receives a regular, annual salary for his services to the Company and no Board
and Director fees or any other emoluments.
Aminur Rashid – Execuve Director, Operaons
Mr Rashid is employed through a service agreement dated 28 June 2018. His salary is USD 177,515 and will be awarded share opons
post the 2022 AGM. Mr Rashid’s service agreement is terminable by either party with six months’ noce, or earlier upon conclusion of a
terminaon agreement. The Company will consider making a payment under any such agreement on a case-by-case basis, taking account of
the contractual terms, the circumstances of the terminaon and any applicable duty to migate. As an Execuve Director of the Company,
Mr Rashid only receives a regular, annual salary for his services to the Company and no Board and Director fees or any other emoluments.
Karin Kersten – Corporate Development Director
Ms Kersten is employed through a service agreement dated 25 April 2022. Her salary is EUR 254.925 and will be awarded share opons post the
2022 AGM. Ms Kersten’s service agreement is terminable by either party with six months’ noce, or earlier upon conclusion of a terminaon
agreement. The Company will consider making a payment under any such agreement on a case-by-case basis, taking account of the contractual
terms, the circumstances of the terminaon and any applicable duty to migate.
Praful Patel – Non-Execuve Director
Mr Patel is a Non-Execuve Director engaged through a leer of appointment dated 28 June 2018. He is the Chairman of the Remuneraon
Commiee and a member of the Nominaon Commiee. His fee as a Non-Execuve Director is GBP 60,000 per annum (including a GBP 10,000
fee for chairing the Remuneraon Commiee) and his engagement with the Company can be terminated with three months’ noce.
Gavin Laws – Non-Execuve Director
Mr Laws is a Non-Execuve Director engaged through a leer of appointment dated 28 June 2018. He is the Chairman of the Audit and Risk
Commiee and a member of the Remuneraon Commiee. His fee as a Non-Execuve Director is GBP 60,000 per annum (including a GBP 10,000
fee for chairing the Audit and Risk Commiee) and his engagement with the Company can be terminated with three months’ noce.
Guy Dawson – Non-Execuve Director
Mr Dawson is the Chairman and a Non-Execuve Director engaged through a leer of appointment dated 28 June 2018 and was appointed as
Chairman on 1 January 2021. He is the Chairman of the Nominaon Commiee. His fee as a Non-Execuve Director and Chairman is GBP 70,000
per annum (including a GBP 10,000 fee for chairing the Board and a GBP 10,000 fee for chairing the Nominaon Commiee) and his engagement
with the Company can be terminated with three months’ noce.
The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to inuence the economic decisions of the
users of the nancial statements. Materiality provides a basis for determining the nature and extent of our audit procedures.
The applicaon of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the probability that the
aggregate of uncorrected and undetected misstatements exceeds materiality.