Authorised Use Only - CONFIDENTIAL
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:
- Every line item and indicator must be completed.
- Respond to each question with "Yes" where you have applied the principle, and "No"
where you are yet to apply the principle.
- An explanation on how you are applying the principle, or otherwise should be included as part of your response.
- Not Applicable (N/A) is not a valid response.
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
Authorised Use Only - CONFIDENTIAL
Section B - General Information
S/No.Items
- Company Name
- Date of Incorporation
- RC Number
- License Number
- Company Physical Address
- Company Website Address
- Financial Year End
-
Is the Company a part of the group? Yes/No
If yes, please state the name of the Holding Company - Name and Address of Company Secretary
Details
Stanbic IBTC Holdings PLC
14 March 2012
RC 1018051
FPR/LAD/SIB/CON/01/028
I.B.T.C. Place, Walter Carrington Crescent, Victoria Island, Lagos
www.stanbicibtc.com
31 December
Yes
Stanbic IBTC Holdings PLC
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 |
-
Investor Relations Contact Person
(E-mail and Phone No.) - Name of the Governance Evaluation Consultant
- Name of the Board Evaluation Consultant
Remilekun Ishola Remilekun.ishola@Stanbicibtc.com08074962812
Ernst & Young Professional Services
Ernst & Young Professional Services
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
Authorised Use Only - CONFIDENTIAL
Section C - Details of Board of the Company and Attendance at Meetings
1. Board Details:
S/No. | Names of Board | Designation | Gender | Date First | Remark |
Members | (Chairman, MD, INED, NED, ED) | Appointed/ Elected | |||
1 | Basil Omiyi | Chairman | Male | 25 March 2015 | |
2 | Demola Sogunle | Chief Executive | Male | 01 July 2020 | |
3 | Kunle Adedeji | Executive Director | Male | 22 February 2019 | |
4 | Ifeoma Esiri | Non-Executive Director | Female | 01 November 2012 | |
5 | Fabian Ajogwu | Non-Executive Director | Male | 21 June 2017 | |
6 | Ballama Manu | Non-Executive Director | Male | 25 March 2015 | |
7 | Ben Kruger | Non-Executive Director | Male | 20 May 2019 | |
8 | Nkemdilim Uwaje | Non-Executive Director | Female | 18 November 2019 | |
9 | Sola David-Borha | Non-Executive Director | Female | 08 September 2020 | |
10 | Salamatu Suleiman | Independent Non-Executive Director | Female | 13 July 2016 | |
11 | Ngozi Edozien | Independent Non-Executive Director | Female | 25 March 2015 | |
12 | Babs Omotowa | Independent Non-Executive Director | Male | 18 November 2022 |
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
Authorised Use Only - CONFIDENTIAL
Attendance at Board and Committee Meetings:
S/No. | Names of Board | No. of Board | No. of Board | Membership | Designation | Number of | Number of |
Members | Meetings Held | Meetings | of Board | (Member or | Committee | Committee Meetings | |
in the Reporting | Attended in | Committees | Chairman) | Meetings Held in | Attended in the | ||
Year | the Reporting | the Reporting | Reporting Year | ||||
Year | Year | ||||||
1 | Basil Omiyi | 4 | 4 | Not | Not | Not applicable | Not applicable |
Applicable | applicable | ||||||
2 | Demola Sogunle | 4 | 4 | Board IT | Member | 4 | 4 |
Board Risk | Member | 4 | 4 | ||||
Board Legal | Member | 4 | 4 | ||||
3 | Kunle Adedeji | 4 | 4 | Board IT | Member | 4 | 4 |
Board Risk | Member | 4 | 4 | ||||
4 | Ifeoma Esiri | 4 | 4 | Bard Risk | Chairperson | 4 | 4 |
Board Legal | Chairperson | 4 | 4 | ||||
Board Audit | Member | 4 | 4 | ||||
5 | Fabian Ajogwu | 4 | 4 | Board Risk | Member | 4 | 4 |
Board RemCo | Member | 4 | 4 | ||||
Board Legal | Member | 4 | 4 | ||||
Board | Member | 2 | 2 | ||||
NomCo | |||||||
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 | Chairperson | 4 | 4 |
Board Legal | Member | 4 | 4 | ||||
8 | Nkemdilim Uwaje | 4 | 4 | Board IT | Member | 4 | 4 |
9 | Ben Kruger | 4 | 4 | Board RemCo | Member | 4 | 4 |
Board | Member | 2 | 2 | ||||
NomCo | |||||||
Board IT | Chairman | 4 | 4 | ||||
10 | Ngozi Edozien | 4 | 4 | Board IT | Member | 4 | 4 |
Board Risk | Member | 4 | 4 | ||||
Board Audit | Chairperson | 4 | 4 | ||||
Board | Member | 2 | 2 | ||||
NomCo | |||||||
11 | Sola David-Borha | 4 | 4 | Board | Member | 2 | 2 |
NomCo | |||||||
Board RemCo | Member | 4 | 4 | ||||
12 | Babs Omotowa* | 4 | None | None | None | None | None |
*Babs Omotowa was appointed as an Independent Non-Executive Director with effect from 18 November 2022. His appointment only became effective after the Board meetings have already been held for the year
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
Authorised Use Only - CONFIDENTIAL
Section D - Details of Senior Management of the Company
1. Senior Management:
S/No | Name | Grade | Position | Gender |
Head, Vendor Management & | ||||
1 | Ngozi Atiomo | Assistant General Manager | Procurement | Female |
2 | Anthony Mogekwu | Assistant General Manager | Head, Legal, CIB, Nigeria | Male |
Oluwatosin Olufunmilayo | ||||
3 | Leye-Odeyemi | Assistant General Manager | Head, RCS, Capital Management | Female |
4 | Howard Edafe | Assistant General Manager | Head, Internal Audit, Holdco | Male |
5 | Abumere Emmanuel Igboa | Assistant General Manager | Chief Information Security Officer | Male |
6 | Adedapo Omoniyi | Assistant General Manager | Head, Production Services | Male |
Head, Tech & Ops Goven, RCA & | ||||
7 | Henry Ikeakhe | Assistant General Manager | Compliance | Male |
8 | Abayomi Makinde | Assistant General Manager | Manager, Tax | Male |
9 | Okechukwu Nwoke | Assistant General Manager | Head, Technology & Operations | Male |
10 | Bridget Oyefeso-Odusami | Assistant General Manager | Head, B&M Communications | Female |
Head, Talent Acq & Employee | ||||
11 | Adewale Aina | Deputy General Manager | Engagement | Male |
12 | Okechukwu Obioha Iroegbu | Deputy General Manager | Head, Information Technology | Male |
13 | Oluwatosin Odutayo | Deputy General Manager | Head, CIB FVM | Male |
Chief Finance & Value Management | ||||
14 | Adekunle Raimi Adedeji | Executive Director | Officer | Male |
15 | Chidike Okechukwu Okezie | General Manager | Head, Legal & Governance, Nigeria | Male |
16 | Oluwafunke Amobi | General Manager | Head, P&C, Nigeria & West Africa | Female |
17 | Ademola Sogunle | Managing Director | Chief Executive, Stanbic IBTC Holdings | Male |
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
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Stanbic IBTC Bank plc published this content on 30 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 January 2023 16:43:08 UTC.