NPF MICROFINANCE BANK : COPRORATE GOVERNANCE REPORT

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.

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Section B - General Information

S/No.	Items	Details
i.	Company Name	NPF Microfinance Bank Plc
ii.	Date of Incorporation	19th May 1993
iii.	RC Number	220824
iv.	License Number
v.	Company Physical Address	1, Ikoyi Road, Obalende, Lagos
vi.	Company Website Address	www.npfmicrofinancebank.com
vii.	Financial Year End	31 December
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	Mrs. Osaro J. Idemudia 1, Ikoyi Road, Obalende, Lagos
x.	Name and Address of External Auditor(s)	KPMG Professional Services KPMG Towers Bishop Aboyade Cole Street, Victoria Island, Lagos.
xi.	Name and Address of Registrar(s)	Cardinalstone Registrars Limited 335/337 Hebert Macaulay Way, Yaba, Lagos
xii.	Investor Relations Contact Person (E-mail and Phone No.)	Olufunke Bajomo 08029141086
xiii.	Name of the Governance Evaluation Consultant	DCSL Corporate Services Ltd
xiv.	Name of the Board Evaluation Consultant	Financial Institution Training Centre (FITC)

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. Joel Azubuko Udah	Chairman	Male	23rd July 2015
2.	Mr. Akin Lawal	Managing Director	Male	26th June 2014
3.	Mr. Francis C. Nelson	ED	Male	1st August 2017
4.	Mr. John K. Tizhe	ED	Male	2nd January 2020
5.	Mr. Mohammed D. Saeed	INED	Male	15th November 2012	Retired on 18th November 2021
6.	Mr. Usman Isa Baba	NED	Male	28th May 2019
7.	Mr. Jibrin G. Gane	NED	Male	26th October 2017
8.	Mr. Aminu Saleh Pai	NED	Male	29th January 2020	Exited on 15th August 2021
9.	Mr. Abdulrahman Satumari	INED	Male	28th June 2018
10.	Mrs. Rakiya Edota Shehu	INED	Female	28th June 2018
11.	Mr. Argungu Hashimu	NED	Male	28th June 2018

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

2. 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	Membersh ip of Board Committees	Designati on (Member or Chairman )	Number of Committee Meetings Held in the Reporting Year	Number of Committe e Meetings Attended in the Reporting Year
1.	Mr. Azubuko Udah	13	13	NIL	Chairman, Board of Directors	NIL	NIL
2.	Mr. Mohammed D. Saeed	13	9	Board Audit	Member	4	4
Governance, Nomination & Remuneratio n	Chairman	3	3
3.	Mr. Aminu Saleh Pai	13	6	Risk Management	Chairman	4	3
Finance & General Purpose	Member	6	3
Credit Committee	Member	4	3
4	Mr. Jibrin G. Gane	13	13	Governance, Nomination & Remuneratio n	Member	3	3
Board Audit	Member	4	4
Credit Committee	Member	4	4
5.	Mr. Abdulrahman Satumari	13	12	Risk Management	Member	4	4
Finance & General Purpose	Member	6	6
Board Audit	Chairman	4	4
6.	Mr. Argungu Hashimu	13	13	Finance & General Purpose	Member	6	6
Board Audit	Member	4	4
Credit Committee	Member	4	4
7.	Mrs. Rakiya Edota Shehu	13	13	Risk Management	Member	4	4
Governance Nomination & Remuneratio n	Member	3	3
Credit Committee	Chairman	4	4
8.	Mr. Usman Isa Baba	13	13	Risk Management	Member	4	4
Governance Nomination & Remuneratio n	Member	3	3
Finance & General Purpose	Chairman	6	6
9.	Mr. Akinwunmi Lawal	13	13	Risk Management	Member	4	4
Finance & General Purpose	Member	6	6
10.	Mr. John K. Tizhe	13	13	Risk Management	Member	4	4
Finance & General Purpose	Member	6	6
Credit Committee	Member	4	4
11.	Mr. Francis C. Nelson	13	13	Finance & General Purpose	Member	6	6

Section D - Details of Senior Management of the Company

1. Senior Management:

S/No.	Names	Position Held	Gender
1.	Mr. Akinwunmi M. Lawal	Managing Director	Male
2.	Mr. John K. Tizhe	Executive Director, Operations	Male
3.	Mr. Francis C. Nelson	Executive Director Finance & Admin	Male
4.	Mrs. Osaro .J Idemudia	Company Secretary	Female
5.	Mr. Fidelis Omokhapue	Head, Internal Audit	Male
6.	Mr. Chima Wosu	GM, Credit/Operations	Male
7.	Mr. Segun Osisanya	Head, ERM	Male
8.	Mrs. Fatima Olajumoke	Head, Marketing	Female
9.	Mrs. Hafsat Ekutti	Head, IT	Female
10.	Mrs. Yetunde Babarinde	Head, Administration	Female
11.	Mr. Sunday Zovoe	Chief Compliance Officer	Male
12.	Mr. Dare Ariyo	Head, E-Business	Male
13.	Mr. Philip Aiwekhoe	Chief Information Security Officer	Male
14.	Mr. Dapo S. Komolafe	Regional Head, South	Male
15.	Mrs. Kate Ukah	Regional Head, East	Female
16.	Mr. Habeeb Yusuf	Regional Head, North	Male
17.	Mr. Matthew Adejugba	Assistant Regional Head, South	Male