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Corporate Governance

Corporate Governance.

We hold good governance as one of our core values and confirm our commitment to the implementation of effective Corporate Governance principles in our business operations. The Directors endorse the principles of best governance practices as stated in the Code of Corporate Governance for Finance Companies in Nigeria issued by the Central Bank of Nigeria.

The Company ensures compliance with the requirements of the Code of Corporate Governance for Other Financial Institutions in Nigeria issued by the Central Bank of Nigeria (“the CBN Code”) in October 2018, the relevant provisions of the Central Bank of Nigeria (“CBN”) Act 2007, Banks and Other Financial Institutions Act (BOFIA) CAP B3, Laws of the Federation of Nigeria (LFN) 2020, the Companies and Allied Matters Act, Cap C20, LFN 2004, other relevant laws and extant CBN Guidelines and Circulars and its own Corporate Governance charters. The Company’s Code of Corporate Governance is continuously reviewed to align with additional legal and regulatory requirements.

The Company complies with the requirements of the Central Bank of Nigeria in respect of internal review of its compliance status with defined Corporate Governance practices and submits reports on the Company’s performance to the CBN. The Company also conducts an Annual Board and Directors’ Evaluation/Review and Appraisal covering all aspects of the Boards’ structure, composition, responsibilities, processes and relationships, in compliance with the requirements of the CBN Code.

GOVERNANCE STRUCTURE

The Board of Directors of the Company has the overall responsibility for ensuring that the highest standards of corporate governance are maintained and adhered to by the Company. In order to promote effective governance of the Company, the following structures have been put in place for the execution of the Company’s Corporate Governance strategy:

Board of Directors

The Board is responsible for developing the Company’s strategy and ensuring that its available assets are utilized towards the attainment of its set strategy and plans. The Board performs supervisory oversight over management activities making certain that the affairs of the Company are conducted in a manner that increases the value of shareholders’ investments and is also beneficial to all stakeholders of the Company.

General Responsibilities of the Board

The Board’s primary responsibility is to maximize long-term value for the Company’s shareholders. In doing this, the Board selects and monitors the Senior Management of the Company, while also monitoring the Company’s performance and providing advice and counsel to Senior Management.

Other Responsibilities

  • Formulate strategic direction for the company and monitor business plans and budget to achieve the company’s strategic goal.
  • Appoint the CEO and set performance matrix and relevant compensation for the Managing director and Senior Management.

Board Committees.

Risk Management and Audit Committee

The Risk Management & Audit Committee assists the Board in fulfilling its Corporate Governance responsibilities by monitoring and reviewing the corporate policies for identifying and managing relevant risks associated with the business of the Company and; the adequacy of Management practices in implementing those policies. The Risk Management and Audit Committee is responsible for the following:

  • Ensure the Company's Management develops and follows an adequate system of internal controls.
  • Review the annual audited financial statements with management and the independent auditor, including major issues regarding accounting and auditing principles, practices, and judgments which could significantly affect the company's financial statements.
  • Review major changes to the Company's auditing and accounting principles and practices.
  • Review the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures.
  • Propose to the Board of Directors, the appointment and remuneration of External Auditors.
  • Receive, review and make recommendations to the Board on changes to liquidity policies, having regard to the recommendations of ALCO.
  • Review market risk, stress testing and back testing results.
  • Review and approve the company's operational risk framework on an annual basis including the Company’s Business continuity policy.

Credit Committee

The credit committee is tasked with the following amongst other functions :

  • Establish the credit risk management framework and credit policy for the company .
  • Credit Risk Management framework and Credit Policies.
  • Set out the nature, roles, responsibility, and authority of the Credit Management function of the company.
  • Review and approve loans and other facility submissions above limits delegated to individual officers of the Company.
  • Reporting to the Board on all material matters arising from its review.

GOVERNANCE, NOMINATION & GENERAL PURPOSE COMMITTEE
Roles and Responsibilities

The Governance, Nomination and General Purpose Committee is responsible for the following:

  • Consider and initiate policy review in respect of qualitative human resources development. This includes recruitment, promotion, conditions of service, training and remuneration.
  • Consider and approve appointments, promotion and discipline of principal staff, as may be delegated to it by the Board.
  • Review of staff welfare schemes and industrial relations matters for the approval of the board.
  • Consider and recommend to the Board for its approval, appointment, promotion and discipline of principal staff outside its delegated powers.
  • Review of disciplinary procedure for application within the management.
  • Consider and recommend levels of delegation of disciplinary action at various levels of the organization.
  • Consider and recommend strategic manpower development plan for the company for the approval of the Board.
  • Monitoring the general personnel functions of the company to staff job satisfaction.
  • Monitor all training programmes for the staff of the company.
  • Consider and recommend to the board on matters such as succession planning, general employee policies, remuneration and benefits, performance bonuses, executive remuneration, directors' remuneration and fees, service contracts, the share purchase and option schemes and retirement benefits.
  • Review the overall composition of the Board, taking in consideration such factors as business experience and specific areas expertise of each Board member, and make recommendations to the board when necessary
  • Periodically assess the effectiveness of the Board of Directors in meeting responsibilities, representing the long-term interests of stakeholders.
  • Report-annually to the Board with an assessment of the Board's performance.
  • Ensure that directors understand their oversight role and their fiduciary "duty of loyalty" and "duty of care" to the company and its shareholders.
  • Ensure that directors avoid conflicts of interest, or the appearance of conflicts, in their activities with, and commitments to, other organizations.

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