Corporate governance

Board Committees

The Board carries out its responsibilities through its committees, which have clearly defined Terms of Reference, setting out their roles, responsibilities, functions and scope of authority. The Board has four (4) Committees, namely:

  1. Statutory Audit Committee
  2. Board Investment & Finance Committee
  3. Board Risk Management and Technical Committee; and
  4. Board Governance, Remuneration, Establishment & General-Purpose Committee

The Board is effectively able to deal with complex and specialized matters through these Committees by fully utilizing the Committee’s expertise to formulate strategies for the Company.

The Committees make recommendations to the Board, which retains responsibility for final decision-making. All Committees in the exercise of their powers as delegated conform to the regulations laid down by the Board, with well-defined terms of reference contained in the charter of each Committee. The Committees render reports to the Board at the Board’s quarterly meetings.

A summary of the roles, responsibilities, and composition of each of the Committees are as stated below:

    1. Statutory Audit Committee
      Auditing is vital to ensuring that accounting norms for insurance businesses are effectively applied and maintained and to monitoring the quality of internal control procedures; to ensure compliance with all regulatory directives. The Committee shall be responsible for the review of the integrity of the data and information provided in the Audit and/or Financial Reports. The Committee shall provide oversight functions regarding both the company’s financial statements and its internal control and risk management functions. The Committee shall ensure compliance with legal and other regulatory requirements, assessment of qualifications and independence of external auditor; and performance of the company’s internal audit function as well as that of external auditors.

      The Committee Chairman shall report formally to the Board on its proceedings after each meeting on all matters within its functions and responsibilities. The Committee shall make whatever recommendations to the Board as it deems appropriate on any area within its scope where action or improvement is required. The Committee is made up of members as follows:

      The Committee is made up of the following members:

      1. Ms. Abiola Bada – Independent Non-Executive Director – Chairperson
      2. Mr. Mariano Caballero – Non-Executive Director 
      3. Mrs. Asari Etuk – Shareholder Representative; and
      4. Mrs. Bisi Bakare – Shareholder Representative 
    1. Board Investment and Finance Committee
      The Committee has supervisory functions over investment and other finance-related issues such as capital & funding requirements.
      The responsibilities of the Committee include the consideration and approval of all investments above management limit, the review and approval of the investment manual on a periodic basis, and the financial implications of new and major investment strategies/initiatives. The Committee is made up of the following five (5) members:
      1. Mariano Caballero– Non-Executive Director – Chairman;
      2. Rashidat Adebisi – Executive Director – Member
      3. Tope Adeniyi– Non-Executive Director – Member
      4. Kunle Ahmed– Executive Director– Member; and
      5. Thomas Hudes – Non-Executive Director – Member
    1. Board Risk Management and Technical Committee
      The Board Risk Management and Technical Committee has supervisory functions over risk management, the risk profile, the enterprise-wide risk management framework, the underwriting functions of the Company, and the risk-reward strategy as determined by the Board. The Committee is responsible for overseeing management’s process for the identification of significant risks across the company, and the adequacy of prevention, detection, and reporting mechanisms. The Committee is also charged with the review of large underwritten risks to verify the adequacy of the reinsurance cover. The Committee is made up of the following members:
      1. Melina Cotlar – Non-Executive Director – Chairman
      2. Mariano Caballero – Non-Executive Director – Member
      3. Rashidat Adebisi – Executive Director– Member; and
      4. Kunle Ahmed – Executive Director – Member
  1. Board Governance, Remuneration, Establishment, and General-Purpose Committee
    The Committee is responsible for establishing the criteria for board and board committee memberships, appointments to executive management and review of candidates’ qualifications, and any potential conflicts of interest. In addition, the Committee is responsible for assessing the contribution of current directors in connection with their re-nomination and making recommendations to the Board.

    The Committee ensures that a succession policy and plan exist for the positions of Chairman, CEO/MD, Executive Directors, and Senior Management. The Committee is made up of the following members:

    1. Abiola Bada – Independent Non-Executive Director – Chairman
    2. Chief Gbola Akinola (SAN) – Non-Executive Director – Member; and
    3. Thomas Hude – Non-Executive Director – Member; and
    4. Latifa Said – Non-Executive Director – Member

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