FRC/CG/001: TEMPLATE FOR REPORTING COMPLIANCE WITH THE NIGERIAN CODE OF
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.
FINANCIAL REPORTING COUNCIL OF NIGERIA (Federal Ministry of Industry, Trade & Investment)
CORPORATE GOVERNANCE 2018
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 | United Bank for Africa Plc |
ii. | Date of Incorporation | February 2, 1961 |
iii. | RC Number | RC 2457 |
iv. | License Number | MB000082 |
v. | Company Physical Address | 57 Marina, Lagos |
vi. | Company Website Address | www.ubagroup.com |
vii. | Financial Year End | December 31, 2023 |
viii. | Is the Company a part of a Group/Holding Company? Yes/No If yes, please state the name of the Group/Holding Company | YES. UBA Plc is part of a Group. UBA Plc is a financial services institution and a Bank Holding Company. |
ix. | Name and Address of Company Secretary | Bili A. Odum 57 Marina, Lagos |
x. | Name and Address of External Auditor(s) | Ernst & Young 10th Floor, 57 Marina, Lagos |
xi. | Name and Address of Registrar(s) | Africa Prudential Plc 220B, Ikorodu Road, Palmgrove, Lagos |
xii. | Investor Relations Contact Person (E-mail and Phone No.) | Ibrahim Sadudeenibrahim.sadudeen@ubagroup.com +234-9122488420 |
xiii. | Name of the Governance Evaluation Consultant | Deloitte & Touché |
xiv. | Name of the Board Evaluation Consultant | Deloitte & Touché |
Section C - Details of Board of the Company and Attendance at Meetings
1. Board Details:
S/No. | Names of Board Members | Designation (Chairman, MD, INED, NED, ED) | Gender | Date First Appointed/ Elected | Remark |
1. | Mr. Tony Elumelu, CFR | Chairman | Male | August 2014 | |
2. | Mrs. Owanari Duke | Independent Non-Executive Director | Female | August 2012 | |
3. | Ms. Angela Aneke | Independent Non-Executive Director | Female | August 2018 | |
4. | Erelu Angela Adebayo | Non-Executive Director | Female | August 2018 | |
5. | Dr. Kayode Fasola | Non-Executive Director | Male | August 2018 |
1 Appointed Group Managing Director/CEO on August 1, 2022. He was formerly the Deputy Managing Director
6. | Mr. Abdulqadir J. Bello | Non-Executive Director | Male | August 2018 |
7. | Mrs. Aisha Hassan Baba, OON | Independent Non-Executive Director | Female | January 2020 |
8. | Mrs. Caroline Anyanwu | Non-Executive Director | Female | March 2021 |
9. | Mr. Oliver Alawuba1 | Group Managing Director/CEO | Male | August 2016 |
10. | Mr. Muyiwa Akinyemi | Executive Director | Male | August 2022 |
11. | Ms. Emem Usoro2 | Executive Director | Female | August 2022 |
12. | Ms. Sola Yomi-Ajayi | Executive Director | Female | August 2022 |
13. | Mr. Ugochukwu Nwaghodoh | Executive Director | Male | August 2022 |
14. | Mr. Alex Alozie | Executive Director | Male | August 2022 |
15. | Mrs. Abiola Bawuah | Executive Director | Female | January 2023 |
2Resigned from the Board on September 20, 2023
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. | Mr. Tony O. Elumelu, CFR | 6 | 6 | Nil | Nil | Nil | Nil |
2. | Mrs. Owanari Duke | 6 | 6 | BCC | Member | 6 | 5 |
BAGC | Member | 15 | 15 | ||||
3. | Ms. Angela Aneke | 6 | 6 | BAGC | Chairman | 15 | 15 |
BRMC | Member | 12 | 12 | ||||
4. | Mr. Abdulqadir J. Bello | 6 | 6 | BCC | Chairman | 6 | 6 |
BRMC | Member | 12 | 12 | ||||
5. | Dr. Kayode Fasola | 6 | 6 | BAGC | Member | 15 | 15 |
BCC | Member | 6 | 6 | ||||
6. | Erelu Angela Adebayo | 6 | 6 | BAGC | Member | 15 | 15 |
7. | Mrs. Caroline Anyanwu | 6 | 6 | BCC | Member | 6 | 6 |
BRMC | Chairman | 12 | 12 | ||||
8. | Mrs. Aisha Hassan Baba, OON | 6 | 6 | BAGC | Member | 15 | 15 |
9. | Mr. Oliver Alawuba | 6 | 6 | BRMC | Member | 12 | 10 |
10. | Mr. Muyiwa Akinyemi | 6 | 6 | Nil | Nil | Nil | Nil |
11. | Mr. Ugochukwu Nwaghodoh | 6 | 6 | BRMC | Member | 12 | 11 |
12. | Mr. Alex Alozie | 6 | 6 | BRMC | Member | 12 | 10 |
13. | Ms. Emem Usoro | 6 | 4 | Nil | Nil | Nil | Nil |
14. | Mrs. Sola Yomi-Ajayi | 6 | 6 | BRMC | Member | 12 | 12 |
15. | Mrs. Abiola Bawuah | 6 | 6 | Nil | Nil | Nil | Nil |
Section D - Details of Senior Management of the Company
1. Senior Management:
S/No. | Names | Position Held | Gender |
1. | Mr. Oliver Alawuba | GMD/CEO | Male |
2. | Mr. Muyiwa Akinyemi | DMD | Male |
3. | Mr. Ugochukwu Nwaghodoh | ED, Finance & Risk Management | Male |
4. | Mr. Alex Alozie | ED, GCOO | Male |
5. | Ms, Emem Usoro* | ED, North Bank | Female |
6. | Mrs. Sola Yomi-Ajayi | ED, International Banking | Female |
7. | Mrs. Abiola Bawuah | ED/CEO, UBA Africa | Female |
8. | Mr. Ebele Ogbue | RCEO, UBA East and Southern Africa | Male |
9. | Mr. Chris Ofikulu | RCEO, UBA West Africa | Male |
10. | Mrs. Amie Sow | RCEO, UBA Central Africa | Female |
11. | Mr. Bili Odum | Group Company Secretary | Male |
12. | Mr. Adeyemi Adeleke | Group Treasurer | Male |
13. | Mr. Mudasiru Sanusi | Chief Audit & Assurance Officer | Male |
14. | Mr. Gboyega Sadiq | Group Internal Auditor | Male |
15. | Mr. Olakunle Abiola | Group Financial Officer | Male |
16. | Mrs. Aisha Na'Allah | Regional Head, North West 2 | Female |
17. | Mr. Franklyn Bennie | Head, Compliance | Male |
18. | Mrs. Modupe Akindele | Group Head, Human Resources | Female |
19. | Mr. Mike Ilobah | Head, Internal Control | Male |
20. | Mr. Okechukwu Oko | Group Head, Legal Services | Male |
21. | Mr. Osilama Idokogi | Group Head, Transaction Banking | Male |
22. | Mrs. Michelle Nwoga | Group Chief Experience Officer | Female |
23. | Mrs. Alero Ladipo | Group Head, Corporate Communications | Female |
24. | Mr. Stephen Amangbo | Treasurer, UBA Nigeria | Male |
25. | Mr. Kayode Ishola | Group Head, IT | Male |
26. | Mr. Romaric Sia | Chief Information Security Officer | Male |
* Resigned from the Board on September 20, 2023
Section E - ApplicationPrinciples
Reporting QuestionsPart A - Board of Directors and Officers of the BoardPrinciple 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 sustaining prosperity Company"
ofwhile the the
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?
balance of skills and
Principle Structure
2:Composition "The
Board and
effective
discharge of responsibilities ofthe the
Board and its committees is assured by an appropriate
diversity (including experience and gender) without compromising competence, independence and integrity "
i) What are the qualifications and Please find attached Appendix 1 - experiences of the directors?
ii) Does the company have a Board-approved diversity policy? Yes/No
If yes, to what extent have the diversity targets been achieved?
iii) Are there directors holding concurrent directorships? Yes/No
If yes, state names of the directors and the companies?
YES
2022
YesThe Board and Management are diverse in experience, skills and gender. Female diversity is 50% for the Board.
Yes
Explanation on application or deviation
1. Mr. Tony O. Elumelu, CFR: Heirs Holdings Ltd; Transnational Corporation of Nigeria Plc; Tenoil Petroleum & Services Ltd; Sea Drill Nigeria Deepwater Ltd; Sea Drill Mobile Units Nigeria Ltd; Sea Drill Nigeria Operations Ltd; Tony Elumelu Foundation; Heirs Insurance Limited; Heirs Life Assurance Limited
2. Mrs. Owanari Duke: Empretec
Explanation on application or deviation
Principle 3: Chairman "The Chairman is
responsible providing leadership Company
for overall of the and the
Board, and eliciting the constructive participation of all Directors to facilitate effective direction of
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.
i) Is the Chairman a member or chair of any of the Board Committees?
Yes/no
If yes, list them.
ii) At which Committee meeting(s) was the Chairman in attendance during the period under review?
iii) Is the Chairman an INED or a NED?
iv)Is the Chairman a former MD/CEO or ED of the Company? Yes/No
If yes, when did his/her tenure asNigeria Foundation LTD/GTE; Child Survival and Development Organization of Nigeria LTD/GTE; Obudu Conservation Education Foundation LTD/GTE; Eco Travel & Tours Limited; Monaghan Investments Limited; Allied Merchants & Brokers Limited; The Donald Duke Company Limited.
3. Ms. Angela Aneke: Angela Aneke & Co. Ltd; VAL's - The Dance Studio Ltd; TOS Safety & Engineering Ltd; Bank Directors' Association of Nigeria
4. Erelu Angela Adebayo: Aliko Dangote Foundation; Women at Risk International Foundation; Meyer Paints Plc.
5. Mr. Abdulqadir Bello: Sanrighton Consults Ltd; Grosse Pointe Capital and Advisory Ltd; Zaki Bottling Company Ltd; Fadama Investments Ltd.
6. Mr. Oliver Alawuba: UBA UK Ltd.
7. Mrs. Caroline Anyanwu: FCMB Pensions Ltd
8. Alex Alozie: UBA Pensions, UBA Mali
9. Ugo Nwaghodoh: UBA Pensions
10. Abiola Bawuah: UBA Burkina Faso, UBA Cote D'Ivoire, UBA Ghana and UBA Liberia
11. Ms. Sola Yomi-Ajayi: UBA UK Ltd.
NO
the Board"
Principle 4: Managing Director/ Chief Executive Officer
"The Managing Director/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"
Principle 5: Executive Directors
Executive Directors support the Managing Director/Chief
Executive Officer in theoperations management Company
v) When was he/she appointed as
Chairman?
vi)Are the roles and responsibilities of the Chairman clearly defined?
Yes/No
If yes, specify which document
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?
ii) Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No
iii) Which of the Board Committee meetings did the MD/CEO attend during the period under review?
v) Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No
and the iii) Do the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur?
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?
of
Yes/No
iv) Are there EDs serving as NEDs in any other company? Yes/No
If yes, please list
Principle 6: Non-Executive Directors
Non-Executive Directors bring to bear their knowledge, expertise and independent judgment on issues of strategy and performance on the Board
Principle 7: Independent Non-Executive Directors
IndependentExecutiveNon-Directors ii)
v) Are their memberships in these companies in line with Board-approved policy? Yes/No
i)Are the roles and responsibilities of the NEDs clearly defined and documented? Yes/No
If yes, where are these documented?
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
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
v) What is the process of ensuring completeness and adequacy of the information provided?
vi) Do NEDs have unfettered access to the EDs, Company Secretary and the Internal Auditor? Yes/No
i)Do the INEDs meet the independence criteria prescribed under Section 7.2 of the Code?
Yes/No
Are there any exceptions?
Please note that the EDs are serving on the Boards of UBA Subsidiaries and/or companies where UBA Plc has investments, as common Directors, for effective supervision
YESThe Board Governance & Board Committees Governance CharterYES
YES.
During their Induction Sessions and at each Board Meeting/Board Committee Meeting/Strategy Session. Regular updates are also provided periodically to the NEDs.
Standard Board/Board Committee agendas and reporting templates have been put in place
YES.
This is also stipulated in the Board Governance & Board Committees Governance Charter.
YESNO
Explanation on application or deviation
4. Mr. Alex Alozie: UBA Mali
5. Abiola Bawuah: UBA Burkina Faso, UBA Cote D'Ivoire, UBA Ghana and UBA Liberia
6. Ms. Sola Yomi-Ajayi: UBA UK Ltd.
bring a high degree of objectivity to the Board for sustaining stakeholder trust and confidence"
iv) Do the INEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No
v) Do the INEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No
vi) Does the Board ascertain and confirm the independence of the INEDs? Yes/No
If yes, how often? What is the process?
YES.
vii) Is the INED a Shareholder of the Company? Yes/No
If yes, what is the percentage shareholding?
viii) Does the INED have another relationship with the Company apart from directorship and/or shareholding? Yes/No
If yes, provide details.
ix) What are the components of INEDs remuneration?
i) Is the Company Secretary in-house or outsourced?
• Once a suitable candidate for appointment as a Director is identified, the Board Audit & Governance Committee will assess that candidate against relevant criteria including skills, qualifications, experience, time & commitment obligations, conflicts of interest and independence as specified in the Board Governance & Board Committee Governance Charter.
• The candidate is interviewed by the
• Such candidate(s) shall be presented to the Board after the Board Audit & Governance Committee's assessment, along with a recommendation report.
• The Board also assesses the candidate based on the recommendation of the Board Audit & Governance Committee and appoints the INED.
Through the annual Board Evaluation and the Annual Declaration Forms completed by all Directors.
As stipulated by the Bank's Remuneration Policy for Directors, Sitting Allowances, Annual Fees and Travel Reimbursements.
In-house
Explanation on application or deviation
Board Audit Committee.
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United Bank for Africa plc published this content on 28 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2024 12:13:06 UTC.