CORPORATE GOVERNANCE

Board of Directors

The Board of Directors determines the strategic orientations of the Company and ensures their implementation, including regarding the environmental, social and governance matters.

Responsibilities of the board

The Board determines the strategic objectives of the Company in delivering long-term growth and short-term goals. In fulfilling its primary responsibility, the Board is aware of the importance of achieving a balance between conformance to governance principles and economic performance

The powers reserved for the Board include the following:

  1. Determination of Board structure, size and composition, including appointment and removal of Directors, succession planning for the Board and senior management and Board Committee membership;
  2. Approval of mergers and acquisitions, branch expansion and establishment of subsidiaries; approval of remuneration policy and packages of the Board members.
  3. Approval of policy documents on significant issues including Enterprise-wide Risk Management, Human Resources, Corporate governance and Anti – money laundering.
  4. Approval of resolutions and corresponding documentation for shareholders in general meeting(s), shareholders circulars, prospectus and principal regulatory filings with the regulators.
  5. Approval of major changes to the Company’s corporate structure (excluding internal reorganizations) and changes relating to the Company capital structure or its status as a public limited company
  6. Approval of quarterly, half-yearly and full year financial statements (whether audited or unaudited) and any significant change in accounting policies and/or practices
  7. The determination and approval of the strategic objectives and policies of the Company to deliver long-term value;
  8. Approval of the Company’s strategy, medium and short term plan and its annual operating and capital expenditure budget

Roles of key members of the Board

The positions of the Chairman of the Board and the Chief Executive Officer are separate and held by different persons. The Chairman and the Chief Executive Officer are not members of the same extended family.

The Chairman has the responsibility to lead and manage the Board to ensure that it operates effectively and fully discharges all its statutory responsibilities, whilst promoting effective relations and open communication within the boardroom.

The Chairman discharges his duties with prudence, integrity and professional skills at all times.

The Chief Executive Officer is charged with supervisory role over the technical operations of the Company, which involves investment management, risk management, formulation of policies, and the implementation of operational decisions. The CEO is the first line of reference for issues to be discussed at the Board and is charged with ensuring compliance with regulations and policies of both the Board and regulatory authorities.

In line with the NAICOM code of corporate governance, the Board has an Independent Director who is responsible for the protection of shareholders’ rights and interests in the Company. The Independent Director does not represent any particular shareholding interest, nor hold any business interest in the Company, to ensure his objective contributions to the Company’s development.

The Company Secretary is a point of reference and support for all directors. It is the Company Secretary’s responsibility to provide the directors with all requisite information promptly and regularly. The Board may, through the Company Secretary, obtain information from external sources, such as, consultants and other advisers, if there is a need for outside expertise, via the Company Secretary or directly.

The Company Secretary is responsible for assisting the Chairman and Chief Executive Officer in the formulation of an annual board plan, organization of board meetings, and ensuring that the minutes of board meetings clearly and properly capture the board’s discussions and decisions.

Composition of the board

The Board membership comprises of 9 Directors, 2 (independent), 2(Executive Directors) 5(Non-Executive Directors) appointed based on the criteria laid down by NAICOM for the appointment of Independent Director(s) .The Independent Director does not have any significant shareholding interest or any special business relationship with the Company. The effectiveness of the Board derives from the appropriate balance and mix of skills and experience of Directors, both Executive and Non-Executive. The Company’s Board is made up of seasoned professionals, who have excelled in their various professions and possess the requisite integrity, skills and experience to bring to bear independent judgment on the deliberations of the Board.

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Members
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Non-Executive Directors
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Executive Directors
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Independent Director

Board Committees​

Board Risk Management & Technical Committee

S/N Names Designation
1
Mr. John Dickson
Non-Executive Director
2
Mr. Kunle Ahmed
Chief Executive Officer
3
Mrs. Rashidat Adebisi
Executive Director
4
Mr. Kuldeep Kaushik
Non-Executive Director

Statutory Audit Committee

S/N Names Designation
1
Mr. Ohis Ohiwerei
Non-Executive (Independent) Director
2
Mr. Lesley Ndlovu
Non-Executive Director
3
Mr. Akingbola Akinola
Shareholder Representative
4
Mrs. Ayodeji Oloye
Shareholder Representative

Board Governance, Remuneration, Establishment and General-Purpose Committee

S/N Names DESIGNATION
1
Mr. Ohis Ohiwerei
Non-Executive Director
2
Mr. Tom Wilkinson
Non-Executive Director
3
Mr. Lesley Ndlovu
Non-Executive Director

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