ZENITH BANK PLC 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 | ZENITH BANK PLC |
ii. | Date of Incorporation | MAY 30, 1990 |
iii. | RC Number | 150224 |
iv. | License Number | MB000032 AND CBBI/000006 |
v. | Company Physical Address | PLOT 84/87 AJOSE ADEOGUN VICTORIA ISLAND, LAGOS STREET, |
vi. | Company Website Address | WWW.ZENITHBANK.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 | NO |
ix. | Name and Address of Company Secretary | OTU, MICHAEL OSILAMA, PLOT 87, AJOSE ADEOGUN STREET, VICTORIA ISLAND, LAGOS |
x. | Name and Address of External Auditor(s) | MESSRS PRICEWATERHOUSECOOPERS (PWC) LANDMARK TOWERS, 5B WATER CORPORATION ROAD, VICTORIA ISLAND, LAGOS. |
xi. | Name and Address of Registrar(s) | VERITAS REGISTRARS LIMITED, PLOT 87, AJOSE ADEOGUN STREET, VICTORIA ISLAND, LAGOS |
xii. | Investor Relations Contact Person (E-mail and Phone No.) | FOLASHADE KELEKO Folashade.Keleko@zenithbank.com 07040001913 |
xiii. | Name of the Governance Evaluation Consultant | MESSRS PRICEWATERHOUSECOOPERS |
xiv. | Name of the Board Evaluation Consultant | MESSRS KPMG PROFESSIONAL SERVICES |
Section C - Details of Board of the Company and Attendance at Meetings
1. Board Details:
S/No. | Names of Board Members | Designation (Chairman, NED, ED)MD,INED, | Gender | Date Appointed/ ElectedFirst | Remark |
1. | Mr. Jim Ovia | Chairman | Male | April 2, 2014 | |
2. | Mr. Gabriel Ukpeh | Independent Executive DirectorNon- | Male | February 24, 2016 | Retried from the Board effective March 8, 2024 |
3. | Engr. Mustafa Bello | Non-Executive Director | Male | December 29, 2017 | |
4.. | Dr. Al-Mujtaba Abubakar | Independent Executive DirectorNon- | Male | August 1, 2019 | |
5. | Dr. Omobola Ibidapo-Obe Ogunfowora | Independent Executive DirectorNon- | Female | June 30, 2021 | |
6. | Dr. Peter BamkoleOlatunde | Independent Executive DirectorNon- | Male | April 12, 2022 | |
7. | Mr. Chuks Emma Okoh | Non-Executive Director | Male | April 12, 2022 | |
8. | Dr. Juliet Ehimau | Non-Executive Director | Female | August 29, 2023 | Appointed and approved by CBN on 29/08/2023 |
9. | Dr. Adaora Umeoji | Deputy DirectorManaging | Female | October 9, 2012 | Affected by CBN circular of Feb. 24, 2023. Re-engaged by the Bank effective August 2, 2023 |
10. | Dr. Ebenezer Onyeagwu | Group Managing Director/Chief Executive | Male | April 24, 2013 | |
11. | Dr. Temitope Fasoranti | Executive Director | Male | December 29, 2017 | Retired from the Board with effect from Dec. 29, 2023 |
12. | Mr. Henry Oroh | Executive Director | Male | August 1, 2019 | |
13. | Mrs. Adobi Stella Nwapa | Executive Director | Female | April 12, 2022 | |
14. | Mr. Anthony OgunrantiAkindele | Executive Director | Male | April 12, 2022 |
Section D - Details of Senior Management of the Company
1. Senior Management:
S/No. | Names | Position Held | Gender | Remarks |
1. | Dr. Ebenezer Onyeagwu | Group Managing Director/Chief Executive | Male | |
2. | Dr. Adaora Umeoji | Deputy Managing Director | Female | |
4. | Dr. Temitope Fasoranti | Executive Director | Male | Retired from the Board with effect from Dec. 29, 2023 |
6. | Mr. Henry Oroh | Executive Director | Male | |
7. | Mrs. Adobi Nwapa | Executive Director | Female | |
8. | Mr. Anthony OgunrantiAkindele | Executive Director | Male | |
9. | Mr. Mogbitse Atsagbede | General InspectorManager/Chief | Male | |
10. | Mr. Felix Egbon | General Manager/CRO | Male | |
11. | Mr. Michael Osilama Otu | GM/Company General CounselSecretary/ | Male | |
12. | Mr. Mukhtar Adam | GM/CFO | Male | |
13. | Mr. Lawrence BabalolaOluwole | Chief Compliance Officer | Male | |
14. | Mr. Ayo Awe | Chief Information Officer | Male |
S/No. | Names of Board Members | No. of Board Meetings Held in the Reporting Year | No. Board Meetingsof 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. Jim Ovia | 10 | 10 | NONE | NONE | NONE | NONE |
2. | Mr. Gabriel Ukpeh | 10 | 10 | Board Credit Committee | Chairman | 6 | 6 |
Staff Welfare, Finance and General Purpose Committee | Member | 4 | 4 | ||||
Board Governance, Nominations and Remuneration Committee | Member | 4 | 3 | ||||
Board andAuditCompliance Committee | Member | 4 | 4 | ||||
5. | Engr. Mustafa Bello | 10 | 10 | Board Risk Management Committee | Chairman | 4 | 4 |
Board andAuditCompliance Committee | Member | 4 | 4 | ||||
Board Governance, Nominations and Remuneration Committee | Member | 4 | 4 | ||||
Board Credit Committee | Member | 6 | 5 | ||||
6. | Dr. Al-Mujtaba Abubakar | 10 | 10 | Board andAuditCompliance Committee | Chairman | 4 | 4 |
Board Risk Management Committee | Member | 4 | 3 | ||||
Board Credit Committee | Member | 6 | 6 | ||||
Board Governance, Nominations and Remuneration Committee | Member | 4 | 4 | ||||
S/No. | Names of Board Members | No. of Board Meetings Held in the Reporting Year | No. Board Meetingsof 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 |
7. | Dr. Omobola Ibidapo-Obe Ogunfowora | 10 | 10 | Board Governance, Nominations and Remuneration Committee | Chairman | 4 | 4 |
Board andAuditCompliance Committee | Member | 4 | 4 | ||||
Staff Welfare, Finance and General Purpose Committee | Member | 4 | 4 | ||||
Board Risk Management Committee | Member | 4 | 4 | ||||
Dr. Peter Olatunde Bamkole | 10 | 10 | Board Governance, Nominations and Remuneration Committee | Member | 4 | 4 | |
Board andAuditCompliance Committee | Member | 4 | 3 | ||||
Staff Welfare, Finance and General Purpose Committee | Member | 4 | 4 | ||||
Board Risk Management Committee | Member | 4 | 4 | ||||
Mr. Chuks Emma Okoh | 10 | 10 | Staff Welfare, Finance and General Purpose Committee | Chairman | 4 | 4 | |
Board Credit Committee | Member | 6 | 6 | ||||
Board Governance, Nominations and Remuneration Committee | Member | 4 | 4 | ||||
Dr. Juliet Ehimuan | 10 | 2 | Board Governance, Nominations and | Member | 4 | 1 | |
S/No. | Names of Board Members | No. of Board Meetings Held in the Reporting Year | No. Board Meetingsof 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 |
Remuneration Committee | |||||||
Board andAuditCompliance Committee | Member | 4 | 1 | ||||
Board Risk Management Committee | Member | 4 | 1 | ||||
8. | Dr. Adaora Umeoji | 10 | 4 | Board Credit Committee | Member | 6 | 4 |
Staff Welfare, Finance and General Purpose Committee | Member | 4 | 2 | ||||
9. | Ebenezer Onyeagwu | 10 | 10 | Board Credit Committee | Member | 6 | 6 |
Staff Welfare, Finance and General Purpose Committee | Member | 4 | 4 | ||||
Board Risk Management Committee | Member | 4 | 4 | ||||
11. | Dr. Temitope Fasoranti | 10 | 10 | Board Credit Committee | Member | 6 | 6 |
13. | Mr. Henry Oroh | 10 | 10 | Staff Welfare, Finance and General Purpose Committee | Member | 4 | 4 |
Board Risk Management Committee | Member | 4 | 4 | ||||
Mr. Adobi Nwapa | 10 | 10 | Staff Welfare, Finance and General Purpose Committee | Member | 4 | 4 | |
Mr. Anthony OgunrantiAkindele | 10 | 10 | Board Risk Management Committee | Member | 4 | 4 |
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 which sets out its responsibilities as terms of reference. The CBN approved the charters on October 23, 2020. The charter was last reviewed and approved by the Board on January 28, 2023. The Board exercises 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 |
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 Board is made up of Professionals who have excelled in their various fields in Banking, Law Practice, Accounting, Business and Administration. The Directors have the requisite qualifications, Skills and experience to carry out their responsibilities and serve as Board members of the Bank Membership of the board consists of Chartered Accountants, Financial Consultants, Lawyer, Engineer, Businessmen, Bankers, IT Experts etc. |
ii) Does the company have a Board-approved diversity policy? Yes/No If yes, to what extent have the diversity targets been achieved? | Yes, there is Board-approved diversity policy in place. The Board ensures that there is a mix of background knowledge and experience. In terms of gender, as at October 2023, the Board has a total number of 4 females and 10 males and 57% of the board members are below 60 years. The board members are also selected from different academic and professional background. | |
iii) Are there directors holding concurrent directorships? Yes/No If yes, state names of the directors and the companies? | No, Not Allowed by BOFIA | |
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 MD/CEO or an Executive Director is not Chair of any Board Committees. | |
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 effective direction of the Board" | 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 of any Board committee nor does he chair any Board Committee. |
ii)At which Committee meeting(s) was the Chairman in attendance during the period under review? | None | |
iii) Is the Chairman an INED or a NED? | The Chairman is a Non-Executive Director (NED) in line with section 3.2 of the Code. | |
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? | Yes. The Chairman is a former MD/CEO of the Company. His tenure as MD/CEO ended in 2009. |
v) When was he/she appointed as Chairman?
The Chairman was appointed on April 2, 2014
vi) Are the roles and responsibilities of the
Chairman clearly defined? Yes/No
If yes, specify which document.
Yes. The roles and responsibilities of the Chairman are clearly defined 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, the MD/CEO has contract of employment which sets out his authority and relationship with the Board.
The Board charter also clearly sets out the authority and relationship of the MD/CEO with the Board.
ii)Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No
Yes, the MD/CEO declares conflict of interest on appointment, annually, and any interest as they occur.
iii)Which of the Board Committee meetings did the MD/CEO attend during the period under review?
1) Board Credit Committee
2) Board Risk Management Committee
3) Board finance and General Purpose Committee.
iv)Is the MD/CEO serving as NED in any other company? Yes/no.
If yes, please state the company (ies)?
Yes, the MD/CEO serves as NED in the bank's subsidiary companies Zenith Bank United Kingdom Limited, Zenith Pension Custodian Limited and Zenith Nominees Limited
v)Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No
Yes, the membership of the MD/CEO in these companies is in line with the Board-approved policies and the Code.
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, All the Executive Directors have contracts of Employment.
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, the contract of employment sets out the roles and responsibilities of the EDs in line with the provisions of the code and CBN guidelines.
iii)Do the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No
Yes, the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur in line with the CBN guidelines.
iv)Are there EDs serving as NEDs in any other company? Yes/No
If yes, please list
Yes, the EDs serves as NEDs in the bank's subsidiary companies.
v)Are their memberships in these companies in line with Board-approved policy? Yes/No
Yes, their memberships in these companies are in line with Board-approved policy
Principle Directors
6:Non-Executive
Non-Executive Directors bring to bear their knowledge, expertise and independent judgment on issues of strategy and performance on the Board
i)Are the roles and responsibilities of the NEDs clearly defined and documented? Yes/No If yes, where are these documented?
Yes, These are contained in their contract of appointment/appointment letters and Board/Board Committee Charters.
ii)Do the NEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No
Yes, the NEDs have letters of appointment specifying their duties, liabilities and terms of engagement
iii)Do the NEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No
Yes, the NEDs declare any conflict of interest on appointment and as they occur in line with the CBN guidelines.
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, NEDs are provided with information relating to the management of the company and on all Board matters through quarterly meetings and on timely basis when required.
in the Board Charter.
This is evidenced by their contributions during strategic sessions and board meetings. | ||
v)What is theprocess ofcompleteness and information provided? adequacyensuring of the | Senior and Executive Management review and scrutinize the papers/information before they are presented to the Committees or Board where the NED serve. The NEDs also have access to the company management staff to crosscheck and information given to them | |
vi)Do NEDs have unfettered access to the EDs, Company Secretary and the Internal Auditor? Yes/No | Yes, NEDs have unfettered access to the EDs, Company Secretary and the Internal Auditor in line with the code and CBN guidelines. | |
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, the INEDs meet the independence criteria prescribed under Section 7.2 of the Code. |
ii)Are there any exceptions? | There are no exceptions | |
iii)What is the process of selecting INEDs? | The INEDs are selected in line with the existing policy on Directors' appointment procedures, CBN code of Corporate Governance and in line with the code. | |
iv)Do the INEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No | Yes, the INEDs have letters of appointment specifying their duties, liabilities and terms of engagement. | |
v)Do the INEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | Yes, the INEDs declare any conflict of interest on appointment and as they occur in line with the code. | |
vi)Does the Board ascertain and confirm the independence of the INEDs? Yes/No If yes, how often? What is the process? | Yes, the Board ascertains and confirms the continued independence of the INEDs through periodic administering of questionnaires to confirm this and Board evaluation which is carried out annually. | |
vii) Is the INED a Shareholder of the Company? Yes/No If yes, what is the percentage shareholding? | No, the INED does not possess a shareholding of the company that are capable or being interpreted to impair his independence. | |
viii) Does the INED have another relationship with the Company apart from directorship and/or shareholding? Yes/No If yes, provide details. | No, the INED does not have another relationship with the Company apart from directorship and/or shareholding | |
ix)What are the remuneration? componentsofINEDs | Sitting Allowance, Reimbursement of Expense on traveling and accommodation for meetings and trainings and Annual Directors fees. | |
Principle Secretary 8:Company "The Company Secretary support the effectiveness of the Board by assisting the Board and management to develop good corporate governance practices and culture within the Company" | i) Is the Company Secretary in-house or outsourced? | The Company Secretary is in-house |
ii) What is the qualification and experience of the Company Secretary? | He is a highly qualified legal practitioner, with over 27 years of Banking experience, law and one of the industry's topmost | |
iii) Where the Company Secretary is an employee of the Company, is the person a member of senior management? | The Company Secretary is an employee of the Company and a senior management member of a General Manager level | |
iv) Who does the Company Secretary report to? | The company Secretary reports administratively to the GMD/CEO He also reports functionally to the Board through the Chairman |
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Zenith Bank 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 16:48:06 UTC.
