ECOBANK TRANSNATIONAL INCORPORATED : ETI NCCG REPORT 2023

Principles

Reporting Questions

Explanation on application or deviation

iv)Are NEDs provided with information relating to the management of the company and on all Board matters? Yes/No

If yes, when is the information provided to the NEDs

Yes.

The NEDs are provided with information relating to the management of the Company during their induction, ahead of board meetings, during special strategic sessions and at any time they so request.

v)What is theprocess ofcompleteness and information provided?

adequacyensuring of the

The completeness and accuracy of information is achieved by full transparency of Management and provision of additional or updated information when there are changes in circumstances that require the Board to be updated.

vi)Do NEDs have unfettered access to the EDs, Company Secretary and the Internal Auditor? Yes/No

Yes.

Principle 7: Independent Non-Executive Directors

Independent Non-Executive Directors bring a high degree of objectivity to the Board for sustaining stakeholder trust and confidence"

i)Do the INEDs meet the independence criteria prescribed under Section 7.2 of the Code? Yes/No

Yes.

ii)Are there any exceptions?

No.

iii)What is the process of selecting INEDs?

The INEDs are selected through a rigorous process with the assistance of external firms which handle the selection and shortlisting process of potential candidates before recommending the preferred candidates to the Board for further interviews.

iv)Do the INEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No

Yes.

v)Do the INEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No

Yes. This is done upon appointment and twice a year, but Directors are required to declare any conflict and as soon as they occur.

vi)Does the Board ascertain and confirm the independence of the INEDs? Yes/No

If yes, how often?

What is the process?

Yes.

During the evaluation of the Board, once in a year, the independence of the directors is reviewed.

vii) Is the INED a Shareholder of the Company?

Yes/No

If yes, what is the percentage

shareholding?

No. The INEDs are not shareholders of the Company.

viii) Does the INED have another relationship with the Company apart from directorship and/or shareholding? Yes/No

If yes, provide details.

No.

ix)What are the remuneration?

componentsofINEDs

The Directors are remunerated as follows:

Annual Fees

• • Chairman-USD150,000

• • Vice Chairman-USD120,000

• • Other Directors USD100,000

Sitting Fees

• • Chairman: USD1,000

• • Vice- Chairman: USD900

• • Other directors: USD750

Flight Tickets 2 flight tickets up to USD20,000 or USD15,000 cash in lieu of tickets.

Principle Secretary

8:Company

"The Company Secretary support the effectiveness of the Board by assisting the Board and management to develop good corporate

i) Is the Company Secretary in-house or outsourced?

The Company Secretary is an in-house counsel.

ii) What is the qualification and experience of the Company Secretary?

The Company Secretary has the required qualification, competence, and experience to discharge his duties. He holds a Master's degree in Law from the Harvard Law School, a Master's degree in Banking and Finance from the University of Paris, a Master's in Business Law and a Bachelor degree in Law from the University Paris. He has extensive experience having worked in several top

Principles

Reporting Questions

Explanation on application or deviation

governance practices and culture within the Company"

organisations in senior positions. He is a member of the New York Bar.

iii) Where the Company Secretary is an employee of the Company, is the person a member of senior management?

Yes.

He is a member of the Group Executive Committee. The highest Management level decision-making body of Company.

iv) Who does the Company Secretary report to?

He reports to the Board and to the MD/GCEO.

v) What is the appointment and removal process of the Company Secretary?

The company's Corporate Governance Charter provides that the consent of the Board is required for the appointment and removal of the Company Secretary.

vi) Who undertakes and approves the performance appraisal of the Company Secretary?

The MD/GCEO undertakes and approves the performance appraisal of the Company Secretary.

Principle 9: Access Independent Advice

to

"Directors are sometimes required to make decisions of a technical and complex nature that may require

independent expertise"

external

i) Does the company have a Board-approved policy that allows directors access to independent professional advice in the discharge of their duties? Yes/No

If yes, where is it documented?

Yes.

The Group Corporate Governance Charter provides for directors' access to independent professional advice in the discharge of their duties as and when the need arises.

ii) Who bears the cost for the independent professional advice?

The Company bears the cost for the independent professional advice.

iii) During the period under review, did theDirectors obtain any professional advice? Yes/No If yes, provide details.

independent

Yes.

The Board sought an independent professional advice in the selection process for the recruitment of the recently appointed MD/GCEO.

Principle 10: Meetings of the Board

"Meetings are the principal vehicle for conducting the business of the Board and successfully fulfilling the strategic objectives of the Company"

i) What is the process for reviewing and approving minutes of Board meetings?

The minutes are drafted by the Company Secretary and reviewed by the Board and approved at the subsequent meeting after taking into account the input of Directors.

ii) What are the timelines for sending the minutes to Directors?

Minutes are usually sent out within 20 working days after the meetings.

iii) What are the implications for Directors who do not meet the Company policy on meeting attendance?

The Governance Charter provides that directors who do not attend at least two-thirds of board meetings may be disqualified from consideration for re-election.

Principle Committees

11:Board

"To ensure efficiency and effectiveness, the Board delegates some of its functions, duties and responsibilities to well-structured committees, without abdicating its responsibilities."

i) Do the Board Committees have Board-approved Charters which set out their responsibilities and terms of reference?

Yes/No

Yes

ii) What is the process for reviewing and approving minutes of Board Committee of meetings?

The minutes of the Board committees are reviewed by members of the Committee. Thereafter, the Chairman of the Committee presents the minutes to the Board and highlights the key recommendations for the approval of the Board.

iii) What are the timelines for sending the minutes to the directors?

This is usually done within 3 days after the meeting of the Committee.

iv) Who acts as Secretary to board committees?

Various Executives act as Secretaries of the Board committees including the Company Secretary.

v) What Board Committees are responsible for the following matters?

• a) Nomination and Governance

• b) Remuneration

• c) Audit

• d) Risk Management

As at the end of 2023, the Company had the following Committees:

• i. Governance, Nomination, Remuneration and Ethics Committee

• ii. Audit, Internal Control and Compliance Committee

• iii. Finance, Risk and Credit Committee

• iv. Information Technology, Social and Reputation Committee

vi) What is the process of appointing the chair of each committee?

The Chairman of the Committees are proposed by the Board Chairman and approved by the Board.

Committee responsible for Nomination and Governance

Principles

Reporting Questions

Explanation on application or deviation

vii) What is the proportion of INEDs to NEDs on the

Committee responsible for Nomination and Governance?

The INEDs are three whilst NEDs are two.

viii) Is the chairman of the Committee a NED or

INED ?

The Chairman of the Committee is an INED

ix) Does the Company have a succession plan policy? Yes/No

If yes, how often is it reviewed?

Yes.

The policy was reviewed in 2015 but succession planning status is reviewed on annual basis.

x) How often are Board and Committee charters as well as other governance policies reviewed?

The Board Committees charters were reviewed in July 2021.

xi) How does the committee report on its activities to the Board?

The Committee meets at least four times each year and reports its activities after each meeting.

Committee responsible for Remuneration

xii) What is the proportion of INEDs to NEDs on the Committee responsible for Remuneration?

The INEDs are three whilst NEDs are two.

xiii) Is the chairman of the Committee a NED or

INED ?

The Chairman of the Committee is an INED.

Committee responsible for Audit

xiv) Does the Company have a Board Audit

Committee separate from the Statutory Audit Committee? Yes/No

The Company has a Board Audit Committee but does not have a Statutory Audit Committee as the Company is not incorporated under Company & Allied Matters Act (CAMA)

xv) Are members of the Committee responsible for Audit financially literate? Yes/No

Yes.

xvi) What are experience?

theirqualificationsand

The members of the Committee have diverse qualifications including banking & Finance and accounting.

xvii) Name the financial expert(s)onthe

Committee responsible for Audit

Mr. Simon Dornoo is a Chartered Accountant and has an MBA

Mr. David O'Sullivan is a Chartered Financial Analyst (CFA)

xviii) How often does the Committee responsible for Audit review the internal auditor's reports?

The Internal Auditor report is reviewed at least four times a year.

xix) Does the Company have a Board approved internal control framework in place? Yes/No

Yes.

xx) How does the Board monitor compliance with the internal control framework?

This is through the Audit, Internal Control and Compliance Committee which receives reports on quarterly basis.

xxi) Does the Committee responsible for Audit review the External Auditors management letter, Key Audit Matters and management response to issues raised? Yes/No

Please explain.

Yes.

This is done at the meetings of the Audit, Internal Control & Compliance Committee following the auditing of the accounts of the Company. The Board through the Committee ensures the resolution of keys issues raised.

xxii) Is there a Board-approved policy that clearly specifies the non-audit services that the external auditor shall not provide?

Yes/No

No.

xxiii) How many times did the Audit Committee hold discussions with the head of internal audit function and external auditors without the management during the period under review?

The Head of Internal Audit meets with the Audit Committee Chair/members without Management representatives as frequently as needed, but not less than 4 times a year. External auditors did same just before last Board meeting of the year under review.

Committee responsible for Risk Management

xxiv) Is the Chairman of the Risk Committee a

NED or an INED?

The Chairman of the Risk Committee is an INED.

Principles

Reporting Questions

Explanation on application or deviation

xxv) Is there a Board approvedRisk

Management framework? Yes/No? If yes, when was it approved?

Yes. The Board approved the Risk Management Framework of the Company. The latest one was approved by the Board on May 16, 2023.

xxvi) How often does the Committee review the adequacy and effectiveness of the Risk

Management Controls in place?

Date of last review

The Committee reviews the adequacy and effectiveness of the Risk Management controls of the company every quarter.

The last review was done in March 2024.

xxvii) Does the Company have a Board-approved IT Data Governance

Framework? Yes/No

If yes, how often is it reviewed?

No.

xxviii) How often does the Committee receive and review compliance report on the IT Data Governance Framework?

This will be on quarterly basis.

xxix) Is the Chief Risk Officer (CRO) a member of

Senior Management and does he have relevant experience for this role? Yes/No

Yes.

The Chief Risk Officer is a member of the Group Executive Committee, the highest Management level decision-making body of the Company.

He has held senior level positions across Risk Management, Corporate and Investment and Commercial Banking, General Business and Country Management for more than 30 years.

xxx) How many meetings of the Committee did the CRO attend during the period under review?

He attended all the meetings of the Committee.

Principle 12: Appointment to the Board

"A written, clearly defined, rigorous, formal and transparent procedure serves as a guide for the selection of Directors to ensure the appointment of high-quality individuals to the Board"

i) Is there a Board-approved policy for the appointment of Directors? Yes/No

Yes.

ii) What criteria appointment?

areconsideredfortheir

The need of the Board and the competencies of the candidates.

iii) What is the Board process for ascertaining that prospective directors are fit and proper persons?

A comprehensive due diligence is conducted on selected candidate by an external party prior to onboarding.

iv)Is there a defined tenure for the following:

• a) The Chairman

• b) The MD/CEO

• c) INED

• d) NED

• e) EDs

Yes.

v) Please state the tenure

• i) The Chairman (Maximum of two terms of three years)

• ii) The MD/CEO (5 years -renewable)

• iii) INED (Maximum of three terms of 3 years)

• iv) NED (Maximum of three terms of 3 years)

• v) EDs - N/A

vi) Does the Board have a process to ensure that it is refreshed periodically? Yes/No?

Yes.

Principle 13: Induction and Continuing Education

"A formal induction programme on joining the Board as well as regular training assists Directors to effectively discharge their duties to the Company"

i) Does the Board have a formal induction programme for new directors? Yes/No

Yes

ii) During the period under review, were new

Directors appointed? Yes/No

If yes, provide date of induction.

No.

iii) Are Directors provided relevant training to enable them effectively discharge their duties? Yes/No

If yes, provide training details.

Yes

Digital Transformation in Banking

iv) How do you assess the training needs of

Directors?

This is based on the strategic direction of the Company and the needs of the majority.

v) Is there a Board-approved training plan?

Yes/No

Yes

Principles

Reporting Questions

Explanation on application or deviation

vi) Has it been budgeted for? Yes/No

Yes.

Principle 14: Board Evaluation

"Annual Board evaluation assesses how each Director, the committees of the Board and the Board are committed to their roles, work together and continue to contribute effectively to the achievement of the Company's objectives"

i) Is there a Board-approved policy evaluating Board performance? Yes/No

for

Yes

ii) For the period under review, was there any

Board Evaluation exercise conducted?

Yes/No

Yes

iii) If yes, indicate whether internal or external. Provide date of last evaluation.

It is external.

July 2023.

iv) Has the Board Evaluation report been presented to the full Board? Yes/No

If yes, indicate date of presentation.

Yes. July 2023.

v) Did the Chairman discuss the evaluation report with the individual directors? Yes/No

Yes.

vi) Is the result of the evaluation for each Director considered in the re-election process?

Yes/No

Yes.

Principle 15: Corporate Governance Evaluation

"Institutionalizing a system for evaluating the Company's corporate governance practices ensures that its governance standards, practices and processes are adequate and effective"

i) For the period under review, has the

Company conducted a corporate governance evaluation? Yes/No

If yes, provide date of the evaluation.

This is done in the Board evaluation.

The last one was done on July 26, 2023.

ii) Is the result of the Corporate Governance

Evaluation presented and considered by the Board? Yes/No

Yes.

iii) If yes, please indicate the date of last presentation.

July 26, 2023.

iv) Is the summary of the Corporate Governance

Evaluation included in the annual reports and Investors portal? Yes/No

This will be done.

Principle 16: Remuneration Governance

"The Board ensures that the Company remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term"

i) Is there a Board-approved remuneration policy? Yes/NoDirectors'

If yes, how often is it reviewed?

Yes.

Market surveys are conducted periodically to determine whether Directors' fees are still competitive. The last one was done in July 2023.

ii) Provide details of directors' fees, allowances and all other benefits paid to them during the period under review.

The Directors are remunerated as follows:

Annual Fees

• • Chairman-USD150,000

• • Vice Chairman-USD120,000

• • Other Directors USD100,000

Sitting Fees

• • Chairman: USD1,000

• • Vice- Chairman: USD900

• • Other directors: USD750

Flight Tickets 2 flight tickets up to USD20,000 or USD15,000 cash in lieu of tickets.

iii) Is the remuneration of NEDS presented to shareholders for approval? Yes/No

If yes, when was it approved?

Yes.

The last review was presented to the Annual General Meeting on June 29, 2011.

iv) What portion of the NEDs remuneration is linked to company performance?

None.

v) Is there a Board-approved remuneration policy for Executive and Senior management? Yes/No

If yes, to what extent is remuneration linked to company performance?

Yes.

There is a short-term incentive that is linked to the performance of the Company.