FINANCIAL REPORTING COUNCIL OF NIGERIA
(Federal Ministry of Industry, Trade & Investment)
FRC/CG/001: TEMPLATE FOR REPORTING COMPLIANCE WITH THE NIGERIAN
CODE OF CORPORATE GOVERNANCE 2018
Section A: Introduction
Corporate Governance is a key driver of corporate accountability and business prosperity. The Nigerian Code of Corporate Governance, 2018 (NCCG 2018) seeks to institutionalize corporate governance best practices in Nigerian companies. It is also aimed at increasing entities' levels of transparency, trust and integrity, and create an environment for sustainable business operations.
The Code adopts a principle-based approach in specifying minimum standards of practice that companies should adopt. Where so required, companies are required to adopt the "Apply and Explain" approach in reporting on compliance with the Code. The 'Apply and Explain' approach assumes application of all principles and requires entities to explain how the principles are applied. This requires companies to demonstrate how the specific activities they have undertaken best achieve the outcomes intended by the corporate governance principles specified in the Code.
This will help to prevent a 'box ticking' exercise as companies deliberately consider how they have (or have not) achieved the intended outcomes. Although, the Code recommends practices to enable companies apply the principles, it recognises that these practices can be tailored to meet industry or company needs. The Code is thus scalable to suit the type, size and growth phase of each company while still achieving the outcomes envisaged by the principles.
This form seeks to assess the company's level of compliance with the principles in the NCCG 2018. Entities should explain how these principles have been applied, specify areas of deviation from the principles and give reasons for these deviations and any alternative practice(s) adopted.
Please read the instructions below carefully before completing this form:
i. Every line item and indicator must be completed.
ii. Respond to each question with "Yes" where you have applied the principle, and "No" where you are yet to apply the principle.
iii. An explanation on how you are applying the principle, or otherwise should be included as part of your response.
iv. Not Applicable (N/A) is not a valid response.
Section B - General Information
S/No. | Items | Details |
i. | Company Name | Stanbic IBTC Holdings PLC |
ii. | Date of Incorporation | 14 March 2012 |
iii. | RC Number | RC 1018051 |
iv. | License Number | FPR/LAD/SIB/CON/01/028 |
v. | Company Physical Address | I.B.T.C. Place, Walter Carrington Crescent, Victoria Island, Lagos |
vi. | Company Website Address | www.stanbicibtc.com |
vii. | Financial Year End | 31 December |
viii. | Is the Company a part of the group? Yes/No If yes, please state the name of the Holding Company | Yes Stanbic IBTC Holdings PLC |
ix. | Name and Address of Company Secretary | Chidi Okezie I.B.T.C. Place, Walter Carrington Crescent, Victoria Island, Lagos |
x. | Name and Address of External Auditor(s) | PricewaterhouseCoopers 5B Water Corporation Road, Landmark Towers, Victoria Island, Lagos |
xi. | Name and Address of Registrar(s) | First Registrars & Investor Services Limited Plot 2, Abebe Village Road, off Eric Moore Road, Iganmu, Lagos, Lagos |
xii. | Investor Relations Contact Person (E-mail and Phone No.) | Remilekun IsholaRemilekun.ishola@Stanbicibtc.com 08074962812 |
xiii. | Name of the Governance Evaluation Consultant | Ernst & Young Professional Services |
xiv. | Name of the Board Evaluation Consultant | Ernst & Young Professional Services |
Section C - Details of Board of the Company and Attendance at Meetings 1. Board Details:
S/No.
Names of Board
MembersBasil Omiyi
3
Demola SogunleDesignation (Chairman, MD, INED, NED, ED)Chairman
Chief Executive
Kunle Adedeji
4
Ifeoma Esiri
Fabian Ajogwu
Executive Director
Non-Executive Director
Non-Executive Director
6
Ballama Manu
8
Nkemdilim Uwaje
Non-Executive Director
Non-Executive Director
Sola David-Borha
10
Salamatu Suleiman
Non-Executive Director
Independent Non-Executive Director
Babs Omotowa
11
Ndidi NwuneliNgozi EdozienBen KrugerYinka SanniIndependent Non-Executive Director
Male
Independent Non-Executive Director
Independent Non-Executive Director
Non-Executive DirectorNon-Executive DirectorGenderDate First Appointed/ ElectedMale
25 March 2015
Male
01 July 2020
Male
22 February 2019
Female
01 November 2012
Male
21 June 2017
Male
25 March 2015
Female
18 November 2019
Female
08 September 2020
18 November 2022
Female
24 March 2023
Female
25 March 2015
Male
20 May 2019
Male
15 June 2023
RemarkResigned on 24
March 2023
Resigned with effect from 30 June 2023
Resigned with effect from 31 October 2023
Attendance at Board and Committee Meetings:
S/No. | Names of Board Members | No. of Board Meetings Held in the Reporting Year | No. of Board Meetings Attended in the Reporting Year | Membership of Board Committees | Designation (Member or Chairman) | Number of Committee Meetings Held in the Reporting Year | Number of Committee Meetings Attended in the Reporting Year |
1 | Basil Omiyi | 4 | 4 | Not Applicable | Not applicable | Not applicable | Not applicable |
2 | Demola Sogunle | 4 | 4 | Board IT | Member | 4 | 4 |
Board Risk | Member | 4 | 4 | ||||
Board Legal | Member | 5 | 5 | ||||
3 | Kunle Adedeji | 4 | 4 | Board IT | Member | 4 | 4 |
Board Risk | Member | 4 | 4 | ||||
4 | Ifeoma Esiri | 4 | 4 | Bard Risk | Chairman | 4 | 4 |
Board Legal | Chairman | 5 | 5 | ||||
Board Audit | Member | 4 | 4 | ||||
5 | Fabian Ajogwu | 4 | 4 | Board Risk | Member | 4 | 4 |
Board RemCo | Member | 5 | 5 | ||||
Board Legal | Member | 5 | 5 | ||||
Board NomCo | Member | 2 | 2 | ||||
6 | Ballama Manu | 4 | 4 | Board IT | Member | 4 | 4 |
Board Risk | Member | 4 | 4 | ||||
Board Audit | Member | 4 | 4 | ||||
7 | Salamatu Suleiman | 4 | 4 | Board RemCo | Chairman | 5 | 5 |
Board Legal | Member | 5 | 5 | ||||
8 | Nkemdilim Uwaje | 4 | 4 | Board IT | Chairman | 4 | 4 |
9 | ***Ben Kruger | 4 | 2 | Board RemCo | Member | 4 | 2 |
Board NomCo | Member | 2 | 2 | ||||
Board IT | Chairman | 4 | 2 | ||||
10 | Ngozi Edozien* | 4 | 1 | Board IT | Member | 4 | 1 |
Board Risk | Member | 4 | 1 | ||||
Board Audit | Chairperson | 4 | 1 | ||||
Board NomCo | Member | 2 | 1 | ||||
11 | Sola David-Borha | 4 | 4 | Board NomCo | Chairperson | 2 | 2 |
Board RemCo | Member | 5 | 5 | ||||
12 | Babs Omotowa | 4 | None | Board Audit Board RemCo | Chairman None Member | 4 5 | 4 5 |
S/No. | Names of Board Members | No. of Board Meetings Held in the Reporting Year | No. of Board Meetings Attended in the Reporting Year | Membership of Board Committees | Designation (Member or Chairman) | Number of Committee Meetings Held in the Reporting Year | Number of Committee Meetings Attended in the Reporting Year |
10 | Ndidi Nwuneli* * | 4 | 3 | Board IT | Member | 4 | 2 |
Board RemCo | Member | 4 | 3 | ||||
Board NomCo | Member | 4 | 1 |
*Ngozi Edozien resigned on 24 March 2023 **Ndidi Nwuneli was appointed as an Independent Non-Executive Director with effect from 24 March 2023 ***Ben Kruger resigned on 30 June 2023
Section D - Details of Senior Management of the Company
1. Senior Management:
S/N | Full Name | Position | Gender | Grade |
1 | Ngozi Atiomo | Head, Vendor Management & Procurement | Female | Assistant General Manager |
2 | Anthony Mogekwu | Head, Legal, CIB, Nigeria | Male | Assistant General Manager |
3 | Oluwatosin Olufunmilayo Leye-Odeyemi | Head, RCS, Capital Management, Holdco | Female | Assistant General Manager |
4 | Abumere Emmanuel Igboa | Chief Information Security Officer | Male | Assistant General Manager |
5 | Adedapo Omoniyi | Head, Production Services | Male | Assistant General Manager |
6 | Henry Ikeakhe | Head, Tech & Ops Goven, RCA & Compliance | Male | Assistant General Manager |
7 | Abayomi Makinde | Manager, Tax | Male | Assistant General Manager |
8 | Okechukwu Nwoke | Head, Information Technology | Male | Assistant General Manager |
9 | Bridget Oyefeso-Odusami | Head, B&M Communications | Female | Assistant General Manager |
10 | June Majoroh | Head, Real Estate Services | Female | Assistant General Manager |
11 | Chidimma Anosike | Country Head, People & Culture | Female | Deputy General Manager |
12 | Oluwatosin Odutayo | Head, CIB FVM | Male | Deputy General Manager |
13 | Adekunle Raimi Adedeji | Chief Finance & Value Management Officer | Male | Executive Director |
14 | Chidike Okechukwu Okezie | Head, Legal & Governance, Nigeria | Male | General Manager |
15 | Ademola Sogunle | Chief Executive, Stanbic IBTC Holdings | Male | Managing Director |
Section E - Application
Principles | Reporting Questions | Explanation on application or deviation |
Part A - Board of Directors and Officers of the Board | ||
Principle 1: Role of the Board "A successful Company is headed by an effective Board which is responsible for providing entrepreneurial and strategic leadership as well as promoting ethical culture and responsible corporate citizenship. As a link between stakeholders and the Company, the Board is to exercise oversight and control to ensure that management acts in the best interest of the shareholders and other stakeholders while sustaining the prosperity of the Company" | i) Does the Board have an approved Charter which sets out its responsibilities and terms of reference? Yes/No If yes, when was it last reviewed? | Yes, the Board has an approved Charter. October 2023 |
Principle 2: Board Structure and Composition "The effective discharge of the responsibilities of the Board and its committees is assured by an appropriate balance of skills and diversity (including experience and gender) without compromising competence, independence and integrity " | i) What are the qualifications and experiences of the directors? | The Directors are well qualified and experienced. They have the requisite experience to fulfill their roles. |
ii) Does the company have a Board-approved diversity policy? Yes/No If yes, to what extent have the diversity targets been achieved? | Yes The Board has an appropriate balance of skills and experience including diversity of gender. | |
iii) Are there directors holding concurrent directorships? Yes/No If yes, state names of the directors and the companies? | Yes Demola Sogunle is the Chief Executive of Stanbic IBTC Holdings PLC and a Non-Executive Director on the Boards of Stanbic IBTC Bank Limited, Stanbic IBTC Pension Managers Limited, Stanbic IBTC Asset Management Limited, Stanbic IBTC Capital Limited, Stanbic IBTC Trustees Limited, Stanbic IBTC Insurance Limited, Stanbic IBTC Stockbrokers Limited, and Zest Payments Limited Ballama Manu is a Non-Executive Director of Stanbic IBTC Insurance Limited Kunle Adedeji is a Non-Executive Director of Stanbic IBTC Ventures Limited, Zest Payments Limited, Stanbic IBTC Stockbrokers Limited Ifeoma Esiri is a Non-Executive Director of Stanbic IBTC Asset Management Limited | |
iv) Is the MD/CEO or an Executive Director a chair of any Board Committee? Yes/No If yes, provide the names of the Committees. | No, the CE does not chair any Board Committee | |
Principle 3: Chairman "The Chairman is responsible for providing overall leadership of the Company and the Board, and eliciting the constructive participation of all Directors to facilitate | i)Is the Chairman a member or chair of any of the Board Committees? Yes/no If yes, list them. | No, the Chairman is neither a member nor a chair of any Board Committee |
ii)At which Committee meeting(s) was the Chairman in attendance during the period under review ? | None | |
Principles | Reporting Questions | Explanation on application or deviation |
effective Board" directionofthe | iii) Is the Chairman an INED or a NED? | NED |
iv) Is the Chairman a former MD/CEO or ED of the Company? Yes/No If yes, when did his/her tenure as MD end? | No, the Chairman was not a former CE/ED of the Company | |
v) When was he/she appointed as Chairman? | 15 May 2017 | |
vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No If yes, specify which document | Yes, in the Board Charter | |
Principle Director/ Officer 4: Chief Managing Executive "The ManagingDirector/Chief Executive Officer is the head of management delegated by the Board to run the affairs of the Company to achieve its strategic objectives for sustainable corporate performance" | i)Does the MD/CEO have a contract of employment which sets out his authority and relationship with the Board? Yes/No If no, in which documents is it specified? | Yes, in his Letter of Appointment |
ii)Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | Yes the MD/CE declares his conflict of interest on appointment and as they occur. | |
iii)Which of the Board Committee meetings did the MD/CEO attend during the period under review? | The CE attended the Board Risk Management Committee, Board IT Committee, Board Legal Committee meetings as a member. He was also at the Board Audit Committee, Board Remuneration Committee and Board Nomination and Governance Committee in attendance | |
iv)Is the MD/CEO serving as NED in any other company? Yes/no. If yes, please state the company(ies)? | Yes Stanbic IBTC Bank Limited, Stanbic IBTC Pension Managers Limited; Stanbic IBTC Asset Management Limited, Stanbic IBTC Capital Limited, Stanbic IBTC Trustees Limited, Stanbic IBTC Insurance Limited, Stanbic IBTC Stockbrokers Limited, and Zest Payments Limited | |
v)Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No | Yes | |
Principle Directors 5:Executive Executive Directors support the Managing Director/Chief Executive Officer in the operations and management of the Company | i)Do the EDs have contracts of employment? Yes/no | Yes |
ii)If yes, do the contracts of employment set out the roles and responsibilities of the EDs? Yes/No If no, in which document are the roles and responsibilities specified? | Yes | |
iii)Do the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | Yes the ED declares conflict of interest on appointment and as they occur | |
iv)Are there EDs serving as NEDs in any other company? Yes/No If yes, please list | Yes Kunle Adedeji serves as a Non-Executive Director on the Boards of Stanbic IBTC Ventures Limited, Stanbic IBTC Stockbrokers Limited and Zest Payments Limited | |
v)Are their memberships in these companies in line with Board-approved policy? Yes/No | Yes | |
Principle Directors 6:Non-Executive | i)Are the roles and responsibilities of the NEDs clearly defined and documented? Yes/No If yes, where are these documented? | Yes, in the Board Charter and their respective letters of appointment. |
Principles | Reporting Questions | Explanation on application or deviation |
Non-Executive Directors bring to bear their knowledge, expertise and independent judgment on issues of strategy and performance on the Board | ii)Do the NEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No | Yes |
iii)Do the NEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | Yes, the NEDs declare conflict of interests on appointment and as they occur | |
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, during induction and every quarter during the Board meetings | |
v)What is theprocess ofcompleteness and information provided? adequacyensuring of the | Senior and Executive Management review and scrutinize the papers before they are provided to the NEDs | |
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? | A Board approved policy for the appointment of Directors is followed. In addition, various regulatory guidelines stipulate the requirements for the appointment of INEDs, which is strictly followed by the Board. | |
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 | |
vi)Does the Board ascertain and confirm the independence of the INEDs? Yes/No If yes, how often? What is the process? | Yes, this is done annually through Questionnaires administered by external consultants during the Board Evaluation | |
vii)Is the INED a Shareholder of the Company? Yes/No If yes, what is the percentage shareholding? | No | |
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 | Sitting Allowance and Directors Fees only. | |
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? | In-House |
ii) What is the qualification and experience of the Company Secretary? | The Company Secretary is adequately qualified and experienced | |
iii) Where the Company Secretary is an employee of the Company, is the person a member of senior management? | Yes | |
Principles | Reporting Questions | Explanation on application or deviation |
governance practices and culture within the Company" | iv) Who does the Company Secretary report to? | The Company Secretary reports functionally to the Board through the Chairman and reports administratively to the Chief Executive |
v) What is the appointment and removal process of the Company Secretary? | The appointment and removal of the Company Secretary is done by the Board (subject to regulatory approval). | |
vi) Who undertakes and approves the performance appraisal of the Company Secretary? | The Board undertakes the performance evaluation 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 Board has a policy Independent Professional AdviceforObtaining |
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 | No | |
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? | Minutes of a prior meeting are reviewed and approved at the subsequent Board meeting |
ii) What are the timelines for sending the minutes to Directors? | At least 7 days before the next Board meeting | |
iii) What are the implications for Directors who do not meet the Company policy on meeting attendance? | Directors are encouraged to attend all Board meetings. Directors are also made to understand that attendance at Board meetings is a key consideration for re-election to the Board. | |
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? | Minutes of prior meetings circulated, reviewed and approved at the subsequent Committee meeting | |
iii) What are the timelines for sending the minutes to the directors? | At least seven (7) days before the next Committee meeting | |
iv) Who acts as Secretary to board committees? | The Company Secretary | |
v) What Board Committees are responsible for the following matters?
| Board Nomination & Governance Board Remuneration Committee Board Audit Committee Board Risk Management Committee | |
vi) What is the process of appointing the chair of each committee ? | The Chair of each Committee is appointed by the Board | |
Committee responsible for Nomination and Governance | ||
vii) What is the proportion of INEDs to NEDs on the Committee responsible for Nomination and Governance? | 33% of the Directors on the Nomination and Governance Committee are INEDs. (1:3) | |
viii) Is the chairman of the Committee a NED or INED ? | NED |
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Stanbic IBTC Bank plc published this content on 25 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 March 2024 13:04:39 UTC.