Corporate Governance

   
 

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27-Apr-12

 

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Committees & Terms of Reference

Standing Committees

The Board performs its responsibilities through the following Standing Committees whose charters are reviewed regularly. These Committee Charters define the purpose of the Committees, their composition and structure, frequency of meetings, responsibilities and duties, and reporting lines to the Board.

Management Committee (MANCO) General

The Board of Directors has long defined its central corporate governance challenge in terms of separating governance from management duties. While the governance question has constantly been addressed through the creation of more non-executive director responsibilities vis-à-vis that of executive directors, only recently has it been possible to create a new functional role title, Executive Vice President (EVP), for SBU/market-facing leadership positions where the appointee is not an executive director. This functional role title has been designed to communicate with clarity and precision (both externally and internally) what people do – allowing customers and staff to access the right individuals for the right need.

Consistent with these changes, the Board approved the creation of a Management Committee in addition to the Executive Committees (EXCO General). The Committee assumed all management decision-making responsibilities outlined in its charter, including those that may also exist in the Executive Committee’s (EXCO General’s) charter, save for restriction on discussion/determination of Board or Director-related issues which would continue to be within the purview of EXCO (General).

The membership of the Management Committee is made up of the Executive Directors with the Group Managing Director/Chief Executive as Chairman and the six Executive Vice Presidents (EVPs). The Committee meets fortnightly to deliberate and decide on the effective and efficient management of the Bank, ensure the implementation of the Bank’s strategic and business plan approved by the Board, ensure efficient deployment and management of the Bank’s resources and provide leadership to the management team.

Management Committee (MANCO) Credit

This Committee also replaced the Executive Committee (Credit) as the management decision-making organ of the Bank on credit matters. Membership of MCC is the same as in MANCO (General). The Committee considers loan applications above specified limits, which have been reviewed and endorsed by the Risk & Management Control Directorate. It also considers loan requests above a certain limit, which require Board approval. The Committee also deliberates on changes to the Bank’s credit policy and subsequently recommends these changes to the Board for approval through the Board Credit Committee.

Board Credit Committee

This Committee considers loan applications above specified limits and which have been approved by MCC. It also serves as a channel for credit policy changes from the MCC to the Board for consideration and approval.

Board Finance & General Purpose Committee

In compliance with the directive from the Central Bank of Nigeria, the Board of the Bank approved the establishment of the Board Finance & General Purpose Committee to take over the functions of the Board Establishment, Promotions & Disciplinary and Board Tenders Committees. In essence, the Committee considers staff matters in respect of senior officers on principal manager grade and above, and also all capital projects beyond the approval limit of MANCO (General) and makes recommendations for the consideration of the Board.

Board Governance Committee

This Committee is responsible for articulating and overseeing the Bank’s corporate governance policies, ensuring proper reporting and disclosure of the Group’s corporate governance to the stakeholders. It considers and periodically reviews the composition of the Board and recommends the appropriate mix, in terms of personal qualities, expertise, ability to exercise independence and diversity required to discharge duties. It also determines and executes processes for Board appointment and removal of nonperforming members of the Board, and recommends appropriate remuneration for Directors.

The major achievement was the selection and subsequent recommendation to the Board of Directors, of seasoned and suitable professionals to fill casual vacancies occasioned by resignation of some of the directors.

Board Audit & Risk Management Committee

The Committee has oversight responsibility for the internal and external audit function, the adequacy of control environment, and the management of the risk and compliance function of the Bank. The Chief Internal Auditor and Chief Compliance Officer have access to this Committee and make quarterly presentations to its members.

Audit Committee

Established in compliance with section 359 (6) of the Companies and Allied Matters Act, 1990, the Committee has oversight responsibility for the Bank’s account. The Audit Committee, is however, not answerable to the Board. The Committee comprises six members (three nominated by the shareholders and three directors) whose tenure must be renewed annually.

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Support Committees

Assets & Liabilities Management Committee
Group Managing Director/Chief Executive Chairman
All Executive Directors (4) Members
All Executive Vice Presidents (6) Members
Chief Strategy Officer Member
Head, Financial Control Member
Head, Products & Marketing Support Member
Head, Treasury Member
Chief Economist Member
Head, Business Performance Monitoring Member
One Group Head and an alternative nominated by Heads of Directorate and Business Units Member
Head, Operations Member
Head, Investor Relations Member
Head, Credit Analysis and Processing Member
Head, Credit Risk Management Member
Head, Market & Liquidity Risk Management Secretary

 

Information Technology Steering Committee
Group Managing Director/Chief Executive Chairman
Chief Risk Officer Member
Chief Financial Controller Member
Head, General Services Member
Chief Strategy Officer Member
Group Head, Information Technology Member
Group Head, Operations Member
Chief Internal Auditor Member
Head, Corporate Transformation Member
Head, Information Security Management Member
Group Head, Products and Marketing Support Member

 

Finance & Operations Committee
Chief Strategy Officer Chairman
Head, Financial Control Member
Head, Business Performance Monitoring Member
Group Head, Operations Member
Head, Market & Liquidity Risk Member
Chief Internal Auditor Member
Head, Treasury Member
Representative of Institutional Banking group Member
Representative of Corporate Banking group Member
Representative of Retail Banking group Member
Chief Compliance Officer Member
Head, Credit Risk Management Member

 

Group Management Committee
Group Managing Director/Chief Executive Chairman
All Executive Directors (4) Members
All Executive Vice Presidents (6) Members
Managing Directors of all the Subsidiaries Members
Chief Strategy Officer Observer status
Head, Financial Control Observer status
Head, Business Performance Monitoring Observer status
Company Secretary Secretary

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Standing Committees

S/N Committee Members
1. Board of Directors Oba Otudeko, OFR (former Chairman) - Resigned on 31 December 2010, Prince Ajibola Afonja (new Chairman) - Appointed wef1 1 January 2011, Bisi Onasanya (Group Managing Director/Chief Executive), Executive Directors (4), Non-Executive Directors (9).
2. EXCO General Group Managing Director/Chief Executive (Chairman), Executive Directors (4).
3. MANCO General Group Managing Director/Chief Executive (Chairman), Executive Directors (4), Executive Vice Presidents (6).
4. MANCO Credit Group Managing Director/Chief Executive (Chairman), Executive Directors (4), Executive Vice Presidents (6), Head, Specialised Lending, Head, Credit Analysis and Processing.
5. EXCO Credit Group Managing Director/Chief Executive (Chairman), Executive Directors (4).
6. Board Credit Mahey Rasheed (Chairman), Group Managing Director/Chief Executive, Executive Directors (4), Ebenezer Jolaoso, Prince Ajibola Afonja, Oye Hassan-Odukale, MFR, Remi Odunlami.
7. Board Tenders Garba Duba (Chairman), Group Managing Director/Chief Executive, Prince Ajibola Afonja, Remi Odunlami.
8. Board Establishment, Promotions & Disciplinary Abdullahi Mahmoud (Chairman), Group Managing Director/Chief Executive, Prince Ajibola Afonja, Ibiai Ajumogobia, Kehinde Lawanson.
9. Audit Abdullahi Mahmoud, Prince Ajibola Afonja, Lawal Ibrahim, Ibukun Awosika, Ibiai Ajumogobia, Remi Odunlami (In attendance), Garba Duba, Oye Hassan-Odukale, MFR, 3 representatives of shareholders elected annually at the Bank's AGM, one of whom is the Chairman (Chinwendu Achara – Chairman, Adamu Kiyawa and Peter Kehinde).
10. Board Governance Garba Duba (Chairman), Ambrose Feese, Oba Otudeko, Prince Ajibola Afonja, Ebenezer Jolaoso, Group Managing Director/Chief Executive (In attendance).
11. Board Audit & Risk Assessment Ambrose Feese (Chairman), Group Managing Director/Chief Executive, Remi Odunlami (In attendance), Oye Hassan-Odukale, MFR, Alex Otti, Mahey Rasheed, Yerima Ngama.

Note: The Board Tenders and Board Establishment, Promotions & Disciplinary Committees merged to form the Board Finance & General Purpose Committee effective 29 December 2010.

1 wef: with effect from.

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Directors Board Exco General Manco General Board Tenders Board Establishment, Promotions & Disciplinary Board Audit & Risk Assessment Board Governance Audit Board Credit EXCO Credit MANCO Credit
Total number of meetings 12 37 6 2 4 4 8 2 79 39 5
Oba Otudeko, OFR (resigned on 31 December 2010) 12 - - - - - 5 - - - -
Bisi Onasanya 12 33 5 2 4 3 81 - 5 27 4
Abdu Abubakar (resigned on 15 July 2010) 6 20 - 1 3 2 - - 4 19 -
Bola Adesola (resigned on 15 July 2010) 5 23 - 1 - - - - 4 19 -
Prince Ajibola Afonja 12 - - 1 4 - 8 1 7 - -
Remi Odunlami 12 28 4 2 - 42 - 22 7 27 4
Garba Duba resigned on 31 December 2010) 10 - - 2 - - 8 1 - - -
Oye Hassan-Odukale, MFR 12 - - - - 4 - 1 7 - -
Abdullahi Mahmoud 12 - - - 4 - - 1 4 - -
Alex Otti 10 33 Nil3 - - 3 - - 3 32 Nil3
Oladele Oyelola (resigned on 15 July 2010) 6 Nil4 - - 4 - - 14 3 - -
Kehinde Lawanson 12 32 4 - 4 - - - 6 35 4
Mahey Rasheed, OFR 12 - - - - 4 Nil5 - 6 - -
Ibiai Ajumogobia 12 - - - 4 - - 1 - - -
Yerima Ngama (resigned 31 December 2010) 12 31 5 - - 2 - - 5 29 5
Ebenezer Jolaoso 3 - - - - - Nil5 - Nil5 - -
Ambrose Feese (appointed on 28 October 2010) 3 - - - - Nil5 Nil5 - - - -
Lawal Ibrahim (appointed on 28 October 2010) 3 - - - - - - Nil5 - - -
Ibukun Awosika (appointed on 28 October 2010) 3 - - - - - - Nil5 - - -
Bayo Adelabu (Executive Vice President appointed wef 1 October 2010) - - 6 - - - - - - - -
Bernadine Okeke (Executive Vice President appointed wef 1 October 2010) - - 6 - - - - - - - 4
Gbenga Shobo (Executive Vice President appointed wef 1 October 2010) - - 4 - - - - - - - 4
Dauda Lawal (Executive Vice President appointed wef 1 October 2010) - - 5 - - - - - - - 3
Bayo Adeleke (Executive Vice President appointed wef 1 October 2010) - - 3 - - - - - - - 4
  1. Bisi Onasanya is in attendance at the Board Governance Committee meetings.
  2. Remi Odunlami attends BARAC meetings as an Ex-Officio member and is also in attendance at Audit Committee meetings.
  3. Alex Otti was away on medical leave.
  4. Oladele Oyelola was on secondment, hence, could not attend any EXCO General meetings. He was however in attendance at an Audit Committee meeting.
  5. Mahey Rasheed, Ebenezer Jolaoso, Ambrose Feese, Lawal Ibrahim and Ibukun Awosika became members of the above committees as at year end but effective 1 January 2011.

Note: Executive Vice Presidents are not members of the Board of Directors.

Standing Committees

The Board performs its responsibilities through the following Standing Committees whose charters are reviewed regularly. These Committee Charters define the purpose of the Committees, their composition and structure, frequency of meetings, responsibilities and duties, and reporting lines to the Board.

Management Committee (MANCO) General

The Board of Directors has long defined its central corporate governance challenge in terms of separating governance from management duties. While the governance question has constantly been addressed through the creation of more non-executive director responsibilities vis-à-vis that of executive directors, only recently has it been possible to create a new functional role title, Executive Vice President (EVP), for SBU/market-facing leadership positions where the appointee is not an executive director. This functional role title has been designed to communicate with clarity and precision (both externally and internally) what people do – allowing customers and staff to access the right individuals for the right need.

Consistent with these changes, the Board approved the creation of a Management Committee in addition to the Executive Committees (EXCO General). The Committee assumed all management decision-making responsibilities outlined in its charter, including those that may also exist in the Executive Committee’s (EXCO General’s) charter, save for restriction on discussion/determination of Board or Director-related issues which would continue to be within the purview of EXCO (General).

The membership of the Management Committee is made up of the Executive Directors with the Group Managing Director/Chief Executive as Chairman and the six Executive Vice Presidents (EVPs). The Committee meets fortnightly to deliberate and decide on the effective and efficient management of the Bank, ensure the implementation of the Bank’s strategic and business plan approved by the Board, ensure efficient deployment and management of the Bank’s resources and provide leadership to the management team.

Management Committee (MANCO) Credit

This Committee also replaced the Executive Committee (Credit) as the management decision-making organ of the Bank on credit matters. Membership of MCC is the same as in MANCO (General). The Committee considers loan applications above specified limits, which have been reviewed and endorsed by the Risk & Management Control Directorate. It also considers loan requests above a certain limit, which require Board approval. The Committee also deliberates on changes to the Bank’s credit policy and subsequently recommends these changes to the Board for approval through the Board Credit Committee.

Board Credit Committee

This Committee considers loan applications above specified limits and which have been approved by MCC. It also serves as a channel for credit policy changes from the MCC to the Board for consideration and approval.

Board Finance & General Purpose Committee

In compliance with the directive from the Central Bank of Nigeria, the Board of the Bank approved the establishment of the Board Finance & General Purpose Committee to take over the functions of the Board Establishment, Promotions & Disciplinary and Board Tenders Committees. In essence, the Committee considers staff matters in respect of senior officers on principal manager grade and above, and also all capital projects beyond the approval limit of MANCO (General) and makes recommendations for the consideration of the Board.

Board Governance Committee

This Committee is responsible for articulating and overseeing the Bank’s corporate governance policies, ensuring proper reporting and disclosure of the Group’s corporate governance to the stakeholders. It considers and periodically reviews the composition of the Board and recommends the appropriate mix, in terms of personal qualities, expertise, ability to exercise independence and diversity required to discharge duties. It also determines and executes processes for Board appointment and removal of nonperforming members of the Board, and recommends appropriate remuneration for Directors.

The major achievement was the selection and subsequent recommendation to the Board of Directors, of seasoned and suitable professionals to fill casual vacancies occasioned by resignation of some of the directors.

Board Audit & Risk Management Committee

The Committee has oversight responsibility for the internal and external audit function, the adequacy of control environment, and the management of the risk and compliance function of the Bank. The Chief Internal Auditor and Chief Compliance Officer have access to this Committee and make quarterly presentations to its members.

Audit Committee

Established in compliance with section 359 (6) of the Companies and Allied Matters Act, 1990, the Committee has oversight responsibility for the Bank’s account. The Audit Committee, is however, not answerable to the Board. The Committee comprises six members (three nominated by the shareholders and three directors) whose tenure must be renewed annually.

Back to top

Support Committees

Assets & Liabilities Management Committee
Group Managing Director/Chief Executive Chairman
All Executive Directors (4) Members
All Executive Vice Presidents (6) Members
Chief Strategy Officer Member
Head, Financial Control Member
Head, Products & Marketing Support Member
Head, Treasury Member
Chief Economist Member
Head, Business Performance Monitoring Member
One Group Head and an alternative nominated by Heads of Directorate and Business Units Member
Head, Operations Member
Head, Investor Relations Member
Head, Credit Analysis and Processing Member
Head, Credit Risk Management Member
Head, Market & Liquidity Risk Management Secretary

 

Information Technology Steering Committee
Group Managing Director/Chief Executive Chairman
Chief Risk Officer Member
Chief Financial Controller Member
Head, General Services Member
Chief Strategy Officer Member
Group Head, Information Technology Member
Group Head, Operations Member
Chief Internal Auditor Member
Head, Corporate Transformation Member
Head, Information Security Management Member
Group Head, Products and Marketing Support Member

 

Finance & Operations Committee
Chief Strategy Officer Chairman
Head, Financial Control Member
Head, Business Performance Monitoring Member
Group Head, Operations Member
Head, Market & Liquidity Risk Member
Chief Internal Auditor Member
Head, Treasury Member
Representative of Institutional Banking group Member
Representative of Corporate Banking group Member
Representative of Retail Banking group Member
Chief Compliance Officer Member
Head, Credit Risk Management Member

 

Group Management Committee
Group Managing Director/Chief Executive Chairman
All Executive Directors (4) Members
All Executive Vice Presidents (6) Members
Managing Directors of all the Subsidiaries Members
Chief Strategy Officer Observer status
Head, Financial Control Observer status
Head, Business Performance Monitoring Observer status
Company Secretary Secretary

Back to top

Standing Committees

S/N Committee Members
1. Board of Directors Oba Otudeko, OFR (former Chairman) - Resigned on 31 December 2010, Prince Ajibola Afonja (new Chairman) - Appointed wef1 1 January 2011, Bisi Onasanya (Group Managing Director/Chief Executive), Executive Directors (4), Non-Executive Directors (9).
2. EXCO General Group Managing Director/Chief Executive (Chairman), Executive Directors (4).
3. MANCO General Group Managing Director/Chief Executive (Chairman), Executive Directors (4), Executive Vice Presidents (6).
4. MANCO Credit Group Managing Director/Chief Executive (Chairman), Executive Directors (4), Executive Vice Presidents (6), Head, Specialised Lending, Head, Credit Analysis and Processing.
5. EXCO Credit Group Managing Director/Chief Executive (Chairman), Executive Directors (4).
6. Board Credit Mahey Rasheed (Chairman), Group Managing Director/Chief Executive, Executive Directors (4), Ebenezer Jolaoso, Prince Ajibola Afonja, Oye Hassan-Odukale, MFR, Remi Odunlami.
7. Board Tenders Garba Duba (Chairman), Group Managing Director/Chief Executive, Prince Ajibola Afonja, Remi Odunlami.
8. Board Establishment, Promotions & Disciplinary Abdullahi Mahmoud (Chairman), Group Managing Director/Chief Executive, Prince Ajibola Afonja, Ibiai Ajumogobia, Kehinde Lawanson.
9. Audit Abdullahi Mahmoud, Prince Ajibola Afonja, Lawal Ibrahim, Ibukun Awosika, Ibiai Ajumogobia, Remi Odunlami (In attendance), Garba Duba, Oye Hassan-Odukale, MFR, 3 representatives of shareholders elected annually at the Bank's AGM, one of whom is the Chairman (Chinwendu Achara – Chairman, Adamu Kiyawa and Peter Kehinde).
10. Board Governance Garba Duba (Chairman), Ambrose Feese, Oba Otudeko, Prince Ajibola Afonja, Ebenezer Jolaoso, Group Managing Director/Chief Executive (In attendance).
11. Board Audit & Risk Assessment Ambrose Feese (Chairman), Group Managing Director/Chief Executive, Remi Odunlami (In attendance), Oye Hassan-Odukale, MFR, Alex Otti, Mahey Rasheed, Yerima Ngama.

Note: The Board Tenders and Board Establishment, Promotions & Disciplinary Committees merged to form the Board Finance & General Purpose Committee effective 29 December 2010.

1 wef: with effect from.

Back to top

Directors Board Exco General Manco General Board Tenders Board Establishment, Promotions & Disciplinary Board Audit & Risk Assessment Board Governance Audit Board Credit EXCO Credit MANCO Credit
Total number of meetings 12 37 6 2 4 4 8 2 79 39 5
Oba Otudeko, OFR (resigned on 31 December 2010) 12 - - - - - 5 - - - -
Bisi Onasanya 12 33 5 2 4 3 81 - 5 27 4
Abdu Abubakar (resigned on 15 July 2010) 6 20 - 1 3 2 - - 4 19 -
Bola Adesola (resigned on 15 July 2010) 5 23 - 1 - - - - 4 19 -
Prince Ajibola Afonja 12 - - 1 4 - 8 1 7 - -
Remi Odunlami 12 28 4 2 - 42 - 22 7 27 4
Garba Duba resigned on 31 December 2010) 10 - - 2 - - 8 1 - - -
Oye Hassan-Odukale, MFR 12 - - - - 4 - 1 7 - -
Abdullahi Mahmoud 12 - - - 4 - - 1 4 - -
Alex Otti 10 33 Nil3 - - 3 - - 3 32 Nil3
Oladele Oyelola (resigned on 15 July 2010) 6 Nil4 - - 4 - - 14 3 - -
Kehinde Lawanson 12 32 4 - 4 - - - 6 35 4
Mahey Rasheed, OFR 12 - - - - 4 Nil5 - 6 - -
Ibiai Ajumogobia 12 - - - 4 - - 1 - - -
Yerima Ngama (resigned 31 December 2010) 12 31 5 - - 2 - - 5 29 5
Ebenezer Jolaoso 3 - - - - - Nil5 - Nil5 - -
Ambrose Feese (appointed on 28 October 2010) 3 - - - - Nil5 Nil5 - - - -
Lawal Ibrahim (appointed on 28 October 2010) 3 - - - - - - Nil5 - - -
Ibukun Awosika (appointed on 28 October 2010) 3 - - - - - - Nil5 - - -
Bayo Adelabu (Executive Vice President appointed wef 1 October 2010) - - 6 - - - - - - - -
Bernadine Okeke (Executive Vice President appointed wef 1 October 2010) - - 6 - - - - - - - 4
Gbenga Shobo (Executive Vice President appointed wef 1 October 2010) - - 4 - - - - - - - 4
Dauda Lawal (Executive Vice President appointed wef 1 October 2010) - - 5 - - - - - - - 3
Bayo Adeleke (Executive Vice President appointed wef 1 October 2010) - - 3 - - - - - - - 4
  1. Bisi Onasanya is in attendance at the Board Governance Committee meetings.
  2. Remi Odunlami attends BARAC meetings as an Ex-Officio member and is also in attendance at Audit Committee meetings.
  3. Alex Otti was away on medical leave.
  4. Oladele Oyelola was on secondment, hence, could not attend any EXCO General meetings. He was however in attendance at an Audit Committee meeting.
  5. Mahey Rasheed, Ebenezer Jolaoso, Ambrose Feese, Lawal Ibrahim and Ibukun Awosika became members of the above committees as at year end but effective 1 January 2011.

Note: Executive Vice Presidents are not members of the Board of Directors.

  
 
 
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