Corporate Governance

The Board has the overall responsibility for setting the strategic direction of the Bank and for oversight of Senior Management. It also ensures that good Corporate Governance processes and best practices are implemented across the Bank and the Group at all times.

The Board of the Bank consists of persons of diverse disciplines and skills, chosen on the basis of professional background and expertise, business experience and integrity as well as knowledge of the Bank’s business.

Directors are fully abreast of their responsibilities and knowledgeable in the business and are therefore able to exercise good judgment on issues relating to the Bank’s business. They have on the basis of this acted in good faith with due diligence and skill and in the overall best interest of the Company and relevant stakeholders during the year under review.

The Board has a Charter which regulates its operations. The Charter, recently reviewed, has been approved by the Central Bank of Nigeria in line with the CBN Code of Corporate Governance.

The Board is made up of a Non-Executive Chairman, seven (7) Non-Executive Directors and six (6) Executive Directors including the GMD/CEO. Three(3) of the Non-Executive Directors are Independent Directors, appointed in compliance with the Central Bank of Nigeria (CBN) circular on Appointment of Independent Directors by Banks.

The Group Managing Director/Chief Executive is responsible for the day to day running of the Bank and oversees the Group structure, assisted by the Executive Committee (EXCO). EXCO comprises the Executive Directors, Deputy Managing Director as well as the Group Managing Director/Chief Executive as its Chairman.

The Board is responsible for amongst others:

• reviewing and approving the Bank’s strategic plans for implementation by management; 

• review and approving the Bank’s financial Statements;

• reviewing and approving the Bank’s financial objectives, business plans and budgets, including capital allocations and expenditures; 

• monitoring corporate performance against the strategic plans and business, operating and capital budgets; 

• implementing the Bank’s succession planning; 

• approving acquisitions and divestitures of business operations, strategic investments and alliances and major business development initiatives; 

• approving delegation of authority for any unbudgeted expenditure; 

• setting the tone for and supervising the Corporate Governance Structure of the Bank, including corporate structure of the Bank and the Board and any changes and strategic plans of the Bank and the Group; 

• Assessing its own effectiveness in fulfilling its responsibilities, including monitoring the effectiveness of individual directors.
  
  

The membership of the Board during the year is as follows:

Board of Directors

The Board meets at least every quarter but may hold extra-ordinary sessions to address urgent matters requiring the attention of the Board.

The Board carries out its oversight functions using its various Board Committees. This makes for efficiency and allows for a deeper attention to specific matters for the Board.

Membership of the Committees of the Board is intended to make the best use of the skills and experience of non-executive directors in particular.

The Board has established the various Committees with well defined terms of reference and Charters defining their scope of responsibilities in such a way as to avoid overlap or duplication of functions.

The Committees of the Board meet quarterly but may hold extraordinary sessions as the business of the Bank demands.

The Committee is currently made up of seven (7) members comprising three (4} Non-Executive Directors and three (4) Executive Directors of the Bank. The Board Credit Committee is chaired by a Non-Executive Director who is well versed in credit matters. The Committee considers loan applications above the level of Management Credit Committee. It also determines the credit policy of the Bank or changes therein.

The membership of the Committee during the period is as follows: 

Terms of Reference

• To conduct a quarterly review of all collateral security for Board consideration and approval;
• To recommend criteria by which the Board of Directors can evaluate the credit facilities presented from various customers;
• To review the credit portfolio of the bank;
• To approve all credit facilities above Management approval limit;
• To establish and periodically review the bank’s credit portfolio in order to align organizational strategies, goals and performance;
• To evaluate on an annual basis the components of total credit facilities as well as market competitive data and other factors as deemed appropriate, and to determine the credit level based upon this evaluation;
• To make recommendations to the Board of Directors with respect to credit facilities based upon performance, market competitive data, and other factors as deemed appropriate;
• To recommend to the Board of Directors, as appropriate, new credit proposals, restructure plans, and amendments to existing plans;
• To recommend non-performing credits for write-off by the Board;
• To perform such other duties and responsibilities as the Board of Directors may assign from time to time.

Staff Welfare, Finance and General Purpose Committee:

This Committee is made up of Seven (7) members: three (3) Non-Executive Directors and four (4) Executive Directors. It is chaired by a non-executive Director. The Committee considers large scale procurement by the Bank, as well as matters relating to staff welfare, discipline, staff remuneration and promotion.

The membership of the Committee during the year is as follows:

Terms of Reference 

• Approval of large scale procurements by the bank and other items of major expenditure by the bank;
• Recommendation of the bank’s Capital Expenditure (CAPEX) and major Operating Expenditure (OPEX) limits for consideration by the Board; 
• Consideration of management requests for branch set up and other business locations; 
• Consideration of management request for establishment of offshore subsidiaries and other offshore business offices. 
• Consideration of the dividend policy of the Group and the declaration of dividends or other forms of distributions and recommendation to the Board; 
• Consideration of capital expenditures, divestments, acquisitions, joint ventures and other investments, and other major capital transactions; 
• Consideration of senior Management promotions as recommended by the GMD/CEO;
• Review and recommendations on recruitment, promotion, and disciplinary actions for senior management staff; 
• To discharge the Board’s responsibility relating to oversight of the management of the health and welfare plans that cover the company’s employees. 
• Review and recommendation to the Board, salary revisions and service conditions for senior management staff, based on the recommendation of the Executives; 
• Oversight of broad-based employee compensation policies and programs;  

Board Risk Management Committee:
The Board Risk Management Committee has oversight responsibility for the overall risk assessment of various areas of the Bank’s operations and compliance. 

The Chief Risk Officer, the Chief Information Security Officer and the Chief Inspector have access to this Committee and make quarterly presentations for the consideration of the Committee.  Chaired by Engr. Mustafa Bello (a Non-Executive Director), the Committee’s membership comprises the following:

 
Terms of Reference

• The primary responsibility of the Committee is to ensure that sound policies, procedures and practices are in place for the risk-wide management of the bank’s material risks and to report the results of the Committee’s activities to the Board of Directors; 
• Design and implement risk management practices, specifically provide ongoing guidance and support for the refinement of the overall risk management framework and ensuring best practices are incorporated;
• Ensure that Management understands and accepts its responsibility for identifying, assessing and managing risk;
• Ensure and monitor risk management practices and specifically determine which enterprise risks are most significant and approve resource allocation for risk monitoring and improvement activities, assign risk owners and approve action plans; 
• Periodically review and monitor risk mitigation progress and periodically review and report to the Board of Directors; (a) magnitude of all material business risks; (b) the processes, procedures and controls in place to manage material risks; and (c) the overall effectiveness of the risk management process; 
• To ensure the implementation of the approved cyber security policies, standards and delineation of cybersecurity responsibilities. 
• To ensure that cybersecurity processes are conducted in line with the business requirements, applicable laws and regulation. 
• To engage the Chief Information Security Officer (CISO) whose duties includes amongst others – responsibility for the implementation of approved cybersecurity policies and standards as well as to focus on the bank-wide cybersecurity activities and the mitigation of cybersecurity risks in the bank. 
• Facilitate the development of a comprehensive risk management framework for the bank and develop the risk management policies and processes and enforce its compliance; 
• To perform such other duties and responsibilities as the Board of Directors may assign from time to time. 

 Board Audit and Compliance Committee:
The Committee comprises Non-Executive Directors only and is chaired by - Dr. Al-Mujtaba Abubakar, who is well experienced and knowledgeable in financial matters. The Chief Inspector and Chief Compliance Officer have access to this Committee and make quarterly presentations for the consideration of the Committee.

 The Committee’s membership comprises the following: 

 Committee’s Terms of Reference 

The Board Audit Committee have the following responsibilities as delegated by the Board of Directors: 

• Ascertain whether the accounting and reporting policies of the bank are in accordance with legal requirements and acceptable ethical practices;
• Review the scope and planning of audit requirements; 
• Review the findings on management matters (Management Letter) in conjunction with the external auditors and Management’s responses thereon; 
• Keep under review the effectiveness of the bank’s system of accounting and internal control; 
• Make recommendations to the Board with regard to the appointment, removal and remuneration of the external auditors of the bank;
• Authorize the internal auditor to carry out investigations into any activities of the bank which may be of interest or concern to the Committee; 
• Assist in the oversight of compliance with legal and other regulatory requirements, assessment of qualifications and independence of the external auditors and performance of the bank’s internal audit function as well as that of the external auditors; 
• Ensure that the internal audit function is firmly established and that there are other reliable means of obtaining sufficient assurance of regular review or appraisal of the system of internal control in the bank; 
• Oversee management’s processes for the identification of significant fraud risks across the bank and ensure that adequate prevention, detection and reporting mechanisms are in place; 
• On a quarterly basis, obtain and review reports by the internal auditor on the strength and quality of internal controls, including any issues or recommendations for improvement, raised during the most recent control review of the bank; 
• Discuss and review the bank’s unaudited quarterly and annual financial statements with management and external auditors respectively to include disclosures, management control reports, independent reports and external auditors’ reports before submission to the Board, in advance of publication; 
• Meet separately and periodically with management, the internal auditor and the external auditors, respectively; 
• Review and ensure that adequate whistle - blowing procedures are in place and that a summary of issues reported is highlighted to the Board, where necessary; 
• Review with external auditors, any audit scope limitations or problems encountered and management responses to them; 
• Review the independence of the external auditors and ensure that they do not provide restricted services to the bank; 
• Appraise and make recommendation to the Board on the appointment of internal auditor of the bank and review his/her performance appraisal annually; 
• Review the response of management to the observations and recommendation of the Auditors and bank regulatory authorities;
• Agree Internal Audit Plan for the year annually with the Internal auditor and ensure that the internal audit function is adequately resourced and has appropriate standing within the bank;
• Review quarterly Internal Audit progress against Plan for the period and review outstanding Agreed Actions and follow up;
• To develop a comprehensive internal control framework for the bank and obtain assurances on the operating effectiveness of the Bank’s internal control framework;
• To establish management’s processes for the identification of significant fraud risks across the bank and ensure that adequate prevention, detection and reporting mechanisms are in place;
• To work with the Internal Auditor to develop the Internal Audit Plan for the year annually and ensure that the internal audit function is adequately resourced to carry out the plan;
• To review periodically the Internal Audit progress against Plan for the period and review outstanding Agreed Actions and follow up;
• To review the report of the Chief Compliance Officer as it relates to Anti-Money Laundering policies of the bank and other law enforcement issues.
• The Chief Inspector and the Chief Compliance Officer shall submit quarterly reports to the Committee, in addition to reporting to the Group Managing Director.  The Chief Inspector and the Chief Compliance Officer shall also have unrestricted access to the Chairman of the Committee;
• To perform such other duties and responsibilities as the Board of Directors may assign from time to time.

The Committee is made up of six (6) Non-Executive Directors and is chaired by an Independent Non-Executive Director.

The membership of the Committee is as follows: 

Committee’s Terms of Reference 

• To determine a fair reasonable and competitive compensation practices for executive officers and other key employees of the bank which are consistent with the bank’s objectives; 

• Determining the quantum and structure of compensation and benefits for Non-Executive Directors, Executive Directors and senior management of the Group; 

• Ensuring the existence of an appropriate remuneration policy and philosophy for Executive Directors, Non-Executive Directors and staff of the Group; 

• Review and recommendation for Board ratification, all terminal compensation arrangements for Directors and senior management; 

• Recommendation of appropriate compensation for Non-Executive Directors for Board and Annual General Meeting consideration; 

• Review and approval of any recommended compensation actions for the bank's Executive Committee members, including base salary, annual incentive bonus, long-term incentive awards, severance benefits, and perquisites; 

• Review and continuous assessment of the size and composition of the Board and Board Committees, and recommend the appropriate Board structure, size, age, skills, competencies, composition, knowledge, experience and background in line with needs of the Group and diversity required to fully discharge the Board’s duties; 

• Recommendation of membership criteria for the Group Board, Board Committees and subsidiary companies’ Boards; 

• Identification at the request of the Board of specific individuals for nomination to the Group and subsidiary companies Boards and making of recommendations on the appointment and election of New Directors (including the Group MD) to the Board, in line with the Group’s approved Director Selection criteria; 

• Review of the effectiveness of the process for the selection and removal of Directors and making of recommendations where appropriate; 

• Ensuring that there is an approved training policy for Directors, and monitoring of compliance with the policy; 

• Review and make recommendations on the Group’s succession plan for Directors and other senior management staff for the consideration of the Board; 

• Regular monitoring of compliance with Group’s code of ethics and business conduct for Directors and staff; 

• Review of the Group’s organization structure and to make recommendations to the Board for approval. 

• Review and agreement at the beginning of the period, of the key performance indicators for the Group MD and Executive Directors; 

• Ensure annual review or appraisal of the performance of the Board is conducted. This review/appraisal covers all aspects of the Board’s structure, composition, responsibilities, individual competencies, Board operations, Board’s role in strategy setting, oversight over corporate culture, monitoring role and evaluation of management performance and stewardship towards shareholders etc; 

The Committee is established in line with section 404(2) (CAMA 2020). The Committee’s membership consists of three (3) representatives of the shareholders elected at the Annual General Meeting (AGM) and two (2) Non-Executive Directors. The Committee is chaired by a shareholder’s representative. The Committee meets every quarter, but could also meet at any other time, should the need arise.

The Chief Inspector, the Chief Financial Officer, as well as the External Auditors are invited from time to time to make presentation to the Committee.

All members of the Committee are financially literate.

The membership of the Committee is as follows:

Committee’s Terms of Reference

• To meet with the independent Auditors, Chief Financial Officer, internal Auditor and any other Bank executive both individually and/or together, as the Committee deems appropriate at such times as the Committee shall determine to discuss and review:
• the bank's quarterly and audited annual financial statements, including any related notes, the bank's specific disclosures and discussion under "Managements Control Report” and the independent auditors' report, in advance of publication;
• the performance and results of the external and internal audits, including the independent auditors' management letter, and management's responses thereto;
• the effectiveness of the bank's system of internal controls, including computerized information systems and security; any recommendations by the independent auditor and internal auditor regarding internal control issues and any actions taken in response       thereto; and the internal control certification and attestation required to be made in connection with the bank's quarterly and annual financial reports;
• such other matters in connection with overseeing the financial reporting process and the maintenance of internal controls as the Committee shall deem appropriate.
• To prepare the Committee's report for inclusion in the bank's annual report.
• To report to the entire Board at such times as the Committee shall determine.

The Bank's remuneration policy is structured taking into account the environment in which it operates and the results it achieves at the end of each financial year. It includes the following elements:

Non-Executive Directors

• Components of remuneration is annual fee and sitting allowances which are based on levels of responsibilities.
• Directors are also sponsored for training programmes that they require to enhance their duties to the Bank.

During the year under review, in addition to other programmes, all Directors attended the CFT/AML training programme to keep them abreast of recent trends in CFT and money laundering.

Executive Directors

The remuneration policy for Executive Directors considers various elements, including the following:

• Fixed remuneration, taking into account the level of responsibility, and ensuring this remuneration is competitive with remuneration paid for
  equivalent posts in Banks of equivalent status both within and outside Nigeria.
• Variable annual remuneration linked to the Zenith Bank financial results. The amount of this remuneration is subject to achieving specific
  quantifiable targets, aligned directly with shareholders’ interest.