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 | Ecobank Transnational Incorporated. |
ii. | Date of Incorporation | October 3, 1985 |
iii. | RC Number | 1986 B 1575 |
iv. | License Number | N/A |
v. | Company Physical Address | 2365, Boulevard du Mono, Lomé, Togo. |
vi. | Company Website Address | www.ecobank.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. Parent Company of the Ecobank Group |
ix. | Name and Address of Company Secretary | Madibinet Cisse 2365, Boulevard du Mono Lomé, Togo |
x. | Name and Address of External Auditor(s) | Deloitte & Touche of Civic Towers, Plot GA1 Ozumba Mbadiwe Avenue, Victoria Island, Lagos, Nigeria. Grant Thornton Cote d'Ivoire, 06 BP 132 Abidjan. |
xi. | Name and Address of Registrar(s) | Greenwich Registrars & Data Solutions Ltd of 274 Murtala Mohammed Way, Yaba, Lagos |
xii. | Investor Relations Contact Person (E-mail and Phone No.) | ir@ecobank.com +22822210303 |
xiii. | Name of the Governance Evaluation Consultant | Spencer Stuart |
xiv. | Name of the Board Evaluation Consultant | Spencer Stuart |
Section C - Details of Board of the Company and Attendance at Meetings
1. Board Details:
S/No.
S/No. | Names of Board Members | Designation (Chairman, MD, INED, NED, ED) | Gender | Date First Appointed / Elected | Remark |
1. | Alain Nkontchou | Chairman | Male | 19/06/2015 | Chairman from June 30, 2020 |
2. | Jeremy Awori | Group Chief Executive Officer (GCEO) | Male | 01/03/2023 | GCEO since March 1, 2023 |
3. | Aichatou Agne Pouye | INED | Female | 02/10/2018 | |
4. | Herve Assah | INED | Male | 25/11/2020 | |
5. | Dr. George A. Donkor | NED | Male | 28/02/2020 | |
6. | Simon Dornoo | INED | Male | 30/06/2020 | |
7. | Brian Kennedy | NED | Male | 31/07/2017 | |
8. | Deepak Malik | NED | Male | 20/09/2019 | |
9. | Zanele Monnakgotla | NED | Female | 29/01/2020 | |
10. | Dr. Catherine Ngahu | INED | Female | 17/06/2016 | |
11. | Nfundo Nkuhlu | NED | Male | 01/08/2015 | |
12. | Prof. Enase Okonedo | INED | Female | 30/06/2020 | |
13. | David O' Sullivan | NED | Male | 31/07/2017 | |
14. | Dr. Aasim Qureshi | NED | Male | 01/04/2019 |
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 | 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. Alain NKONTCHOU (Chairman) | 7 | 7 | 0 | - | - | - |
2. | Mr. Jeremy Awori* (Group Chief Executive Officer) | 6 | 6 | ||||
3. | Mrs. Aichatou AGNE POUYE | 7 | 7 | AICCC | Chairperson | 4 | 4 |
ITSRC | Member | 4 | 4 | ||||
4. | Mr. Hervé ASSAH | 7 | 7 | GNREC | Member | 9 | 9 |
FRCC | Member | 7 | 7 | ||||
5. | Dr. George DONKOR | 7 | 6 | ITSRC | Member | 4 | 4 |
6. | Mr. Simon DORNOO | 7 | 7 | FRCC | Chairman | 7 | 7 |
AICCC | Member | 4 | 4 | ||||
7. | Mr. Brian KENNEDY** | 7 | 7 | FRCC | Member | 3 | 3 |
8. | Mr. Deepak MALIK | 7 | 7 | GNREC | Member | 9 | 9 |
9. | Ms. Zanele MONNAKGOTLA | 7 | 7 | ITSRC | Member | 4 | 4 |
10. | Dr. Catherine NGAHU | 7 | 7 | ITSRC | Chairperson | 4 | 4 |
GNREC | Member | 9 | 9 | ||||
11. | Mr. Mfundo NKUHLU** | 7 | 6 | GNREC | Member | 4 | 2 |
12. | Prof Enase OKONEDO | 7 | 7 | GNREC | Chairperson | 9 | 9 |
FRCC | Member | 7 | 7 | ||||
13. | Mr. David O'SULLIVAN | 7 | 6 | AICCC | Member | 4 | 4 |
14. | Dr. Aasim QURESHI | 7 | 7 | FRCC | Member | 7 | 5 |
*The MD/CEO joined the board in the course of the year.
**The director joined the committee in the course of the year
Section D - Details of Senior Management of the Company
1. Senior Management:
S/No. | Names | Position Held | Gender |
1 | JEREMY AWORI | Group Chief Executive Officer (from March 1, 2023) | Male |
3 | NANA ARABA ABBAN | Group Executive, Consumer Bank | Female |
4 | AYO ADEPOJU | Group Chief Financial Officer | Male |
5 | PAUL-HARRY AITHNARD | Regional Executive, UEMOA Managing Director, Ecobank Cote d'Ivoire | Male |
6 | BOLAJI LAWAL | Regional Executive, Nigeria Managing Director, Ecobank Nigeria | Male |
7 | CAROL OYEDEJI | Group Executive, Commercial Banking | Female |
8 | MADIBINET CISSE | Group General Counsel/Company Secretary | Male |
9 | ERIC ODHIAMBO | Group Executive, Corporate and Investment Banking | Male |
10 | YVES MAYILAMENE | Group Executive, Human Resources | Male |
11 | CHINEDU IKWUDINMA | Group Executive, Chief Risk Officer | Male |
12 | TOMISIN FASHINA | Group Executive, Operations and Technology | Male |
13 | DANIEL SACKEY | Regional Executive, Anglophone West Africa (AWA) | Male |
14 | JOSEPHINE ANAN-ANKOMAH | Regional Executive, Central, Eastern and Southern Africa (CESA) Managing Director, Ecobank Kenya | Female |
15 | DIVINE FOLA | Group Head, Compliance | Male |
16 | MAMAT JOBE | Acting Group Head, Internal Audit and Management Services | Male |
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. It was last reviewed in March 2024. |
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 have the requisite qualifications and experience with competencies across Banking, Finance, Law, Information Technology, Accounting, Investment Banking, and diversified board experience across the world. |
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 diversity policy as contained in the company's Governance Charter indicates that appointments should be made having regard to geographical coverage of the Group, professional background, shareholders representation and gender mix. Also, the Company has established a Diversity Council The company has also resolved that the board of directors should be composed of 40% of female directors. | |
iii) Are there directors holding concurrent directorships? Yes/No If yes, state names of the directors and the companies? | Yes. See Appendix 1. | |
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. | |
Principles | Reporting Questions | Explanation on application or deviation |
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. |
ii)At which Committee meeting(s) was the Chairman in attendance during the period under review? | The Chairman attended as an observer certain meeting of the Governance, Nomination, Remuneration & Ethics Committee as well as certain meetings of the Finance & Risk Committees. | |
iii) Is the Chairman an INED or a NED? | He is a 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. | |
v) When was he/she appointed as Chairman? | The Chairman was appointed on June 30, 2020. | |
vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No If yes, specify which document | Yes. The roles of the Chairman and GCEO are clearly delineated in the company's Corporate Governance 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/GCEO has a contract of employment that sets out his authority and relationship with the Board. This is complemented by the provisions of the Governance Charter. |
ii)Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | Yes. | |
iii)Which of the Board Committee meetings did the MD/CEO attend during the period under review? | The MD/GCEO was invited to attend meetings of the Governance, Nomination, Remuneration & Ethics Committee, the Finance & Risk Committee, the Information Technology, Social & Reputation Committee and the Audit, Internal Control & Compliance Committee. | |
iv)Is the MD/CEO serving as NED in any other company? Yes/no. If yes, please state the company(ies)? | Ecobank Nigeria | |
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 | N/A. There are no EDs. |
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? | N/A | |
iii)Do the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | N/A | |
iv)Are there EDs serving as NEDs in any other company? Yes/No If yes, please list | N/A | |
v)Are their memberships in these companies in line with Board-approved policy? Yes/No | N/A | |
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. The responsibilities of the NEDs are outlined in the company's Corporate Governance Charter. |
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. This is done upon appointment and twice a year, but Directors are required to declare any conflict and as soon as they occur. |
Principles | Reporting Questions | Explanation on application or deviation |
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. The NEDs are provided with information relating to the management of the Company during their induction, ahead of board meetings, during special strategic sessions and at any time they so request. | |
v)What is theprocess ofcompleteness and information provided? adequacyensuring of the | The completeness and accuracy of information is achieved by full transparency of Management and provision of additional or updated information when there are changes in circumstances that require the Board to be updated. | |
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? | The INEDs are selected through a rigorous process with the assistance of external firms which handle the selection and shortlisting process of potential candidates before recommending the preferred candidates to the Board for further interviews. | |
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. This is done upon appointment and twice a year, but Directors are required to declare any conflict and as soon as they occur. | |
vi)Does the Board ascertain and confirm the independence of the INEDs? Yes/No If yes, how often? What is the process? | Yes. During the evaluation of the Board, once in a year, the independence of the directors is reviewed. | |
vii) Is the INED a Shareholder of the Company? Yes/No If yes, what is the percentage shareholding? | No. The INEDs are not shareholders of the Company. | |
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 | The Directors are remunerated as follows: Annual Fees
Sitting Fees
Flight Tickets 2 flight tickets up to USD20,000 or USD15,000 cash in lieu of tickets. | |
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? | The Company Secretary is an in-house counsel. |
ii) What is the qualification and experience of the Company Secretary? | The Company Secretary has the required qualification, competence, and experience to discharge his duties. He holds a Master's degree in Law from the Harvard Law School, a Master's degree in Banking and Finance from the University of Paris, a Master's in Business Law and a Bachelor degree in Law from the University Paris. He has extensive experience having worked in several top | |
Principles | Reporting Questions | Explanation on application or deviation |
governance practices and culture within the Company" | organisations in senior positions. He is a member of the New York Bar. | |
iii) Where the Company Secretary is an employee of the Company, is the person a member of senior management? | Yes. He is a member of the Group Executive Committee. The highest Management level decision-making body of Company. | |
iv) Who does the Company Secretary report to? | He reports to the Board and to the MD/GCEO. | |
v) What is the appointment and removal process of the Company Secretary? | The company's Corporate Governance Charter provides that the consent of the Board is required for the appointment and removal of the Company Secretary. | |
vi) Who undertakes and approves the performance appraisal of the Company Secretary? | The MD/GCEO undertakes and approves the performance appraisal 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 Group Corporate Governance Charter provides for directors' access to independent professional advice in the discharge of their duties as and when the need arises. |
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 | Yes. The Board sought an independent professional advice in the selection process for the recruitment of the recently appointed MD/GCEO. | |
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? | The minutes are drafted by the Company Secretary and reviewed by the Board and approved at the subsequent meeting after taking into account the input of Directors. |
ii) What are the timelines for sending the minutes to Directors? | Minutes are usually sent out within 20 working days after the meetings. | |
iii) What are the implications for Directors who do not meet the Company policy on meeting attendance? | The Governance Charter provides that directors who do not attend at least two-thirds of board meetings may be disqualified from consideration for re-election. | |
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? | The minutes of the Board committees are reviewed by members of the Committee. Thereafter, the Chairman of the Committee presents the minutes to the Board and highlights the key recommendations for the approval of the Board. | |
iii) What are the timelines for sending the minutes to the directors? | This is usually done within 3 days after the meeting of the Committee. | |
iv) Who acts as Secretary to board committees? | Various Executives act as Secretaries of the Board committees including the Company Secretary. | |
v) What Board Committees are responsible for the following matters?
| As at the end of 2023, the Company had the following Committees:
| |
vi) What is the process of appointing the chair of each committee? | The Chairman of the Committees are proposed by the Board Chairman and approved by the Board. | |
Committee responsible for Nomination and Governance | ||
Principles | Reporting Questions | Explanation on application or deviation |
vii) What is the proportion of INEDs to NEDs on the Committee responsible for Nomination and Governance? | The INEDs are three whilst NEDs are two. | |
viii) Is the chairman of the Committee a NED or INED ? | The Chairman of the Committee is an INED | |
ix) Does the Company have a succession plan policy? Yes/No If yes, how often is it reviewed? | Yes. The policy was reviewed in 2015 but succession planning status is reviewed on annual basis. | |
x) How often are Board and Committee charters as well as other governance policies reviewed? | The Board Committees charters were reviewed in July 2021. | |
xi) How does the committee report on its activities to the Board? | The Committee meets at least four times each year and reports its activities after each meeting. | |
Committee responsible for Remuneration | ||
xii) What is the proportion of INEDs to NEDs on the Committee responsible for Remuneration? | The INEDs are three whilst NEDs are two. | |
xiii) Is the chairman of the Committee a NED or INED ? | The Chairman of the Committee is an INED. | |
Committee responsible for Audit | ||
xiv) Does the Company have a Board Audit Committee separate from the Statutory Audit Committee? Yes/No | The Company has a Board Audit Committee but does not have a Statutory Audit Committee as the Company is not incorporated under Company & Allied Matters Act (CAMA) | |
xv) Are members of the Committee responsible for Audit financially literate? Yes/No | Yes. | |
xvi) What are experience? theirqualificationsand | The members of the Committee have diverse qualifications including banking & Finance and accounting. | |
xvii) Name the financial expert(s)onthe Committee responsible for Audit | Mr. Simon Dornoo is a Chartered Accountant and has an MBA Mr. David O'Sullivan is a Chartered Financial Analyst (CFA) | |
xviii) How often does the Committee responsible for Audit review the internal auditor's reports? | The Internal Auditor report is reviewed at least four times a year. | |
xix) Does the Company have a Board approved internal control framework in place? Yes/No | Yes. | |
xx) How does the Board monitor compliance with the internal control framework? | This is through the Audit, Internal Control and Compliance Committee which receives reports on quarterly basis. | |
xxi) Does the Committee responsible for Audit review the External Auditors management letter, Key Audit Matters and management response to issues raised? Yes/No Please explain. | Yes. This is done at the meetings of the Audit, Internal Control & Compliance Committee following the auditing of the accounts of the Company. The Board through the Committee ensures the resolution of keys issues raised. | |
xxii) Is there a Board-approved policy that clearly specifies the non-audit services that the external auditor shall not provide? Yes/No | No. | |
xxiii) How many times did the Audit Committee hold discussions with the head of internal audit function and external auditors without the management during the period under review? | The Head of Internal Audit meets with the Audit Committee Chair/members without Management representatives as frequently as needed, but not less than 4 times a year. External auditors did same just before last Board meeting of the year under review. | |
Committee responsible for Risk Management | ||
xxiv) Is the Chairman of the Risk Committee a NED or an INED? | The Chairman of the Risk Committee is an INED. | |
Principles | Reporting Questions | Explanation on application or deviation |
xxv) Is there a Board approvedRisk Management framework? Yes/No? If yes, when was it approved? | Yes. The Board approved the Risk Management Framework of the Company. The latest one was approved by the Board on May 16, 2023. | |
xxvi) How often does the Committee review the adequacy and effectiveness of the Risk Management Controls in place? Date of last review | The Committee reviews the adequacy and effectiveness of the Risk Management controls of the company every quarter. The last review was done in March 2024. | |
xxvii) Does the Company have a Board-approved IT Data Governance Framework? Yes/No If yes, how often is it reviewed? | No. | |
xxviii) How often does the Committee receive and review compliance report on the IT Data Governance Framework? | This will be on quarterly basis. | |
xxix) Is the Chief Risk Officer (CRO) a member of Senior Management and does he have relevant experience for this role? Yes/No | Yes. The Chief Risk Officer is a member of the Group Executive Committee, the highest Management level decision-making body of the Company. He has held senior level positions across Risk Management, Corporate and Investment and Commercial Banking, General Business and Country Management for more than 30 years. | |
xxx) How many meetings of the Committee did the CRO attend during the period under review? | He attended all the meetings of the Committee. | |
Principle 12: Appointment to the Board "A written, clearly defined, rigorous, formal and transparent procedure serves as a guide for the selection of Directors to ensure the appointment of high-quality individuals to the Board" | i) Is there a Board-approved policy for the appointment of Directors? Yes/No | Yes. |
ii) What criteria appointment? areconsideredfortheir | The need of the Board and the competencies of the candidates. | |
iii) What is the Board process for ascertaining that prospective directors are fit and proper persons? | A comprehensive due diligence is conducted on selected candidate by an external party prior to onboarding. | |
iv)Is there a defined tenure for the following:
| Yes. | |
v) Please state the tenure |
| |
vi) Does the Board have a process to ensure that it is refreshed periodically? Yes/No? | Yes. | |
Principle 13: Induction and Continuing Education "A formal induction programme on joining the Board as well as regular training assists Directors to effectively discharge their duties to the Company" | i) Does the Board have a formal induction programme for new directors? Yes/No | Yes |
ii) During the period under review, were new Directors appointed? Yes/No If yes, provide date of induction. | No. | |
iii) Are Directors provided relevant training to enable them effectively discharge their duties? Yes/No If yes, provide training details. | Yes Digital Transformation in Banking | |
iv) How do you assess the training needs of Directors? | This is based on the strategic direction of the Company and the needs of the majority. | |
v) Is there a Board-approved training plan? Yes/No | Yes | |
Principles | Reporting Questions | Explanation on application or deviation |
vi) Has it been budgeted for? Yes/No | Yes. | |
Principle 14: Board Evaluation "Annual Board evaluation assesses how each Director, the committees of the Board and the Board are committed to their roles, work together and continue to contribute effectively to the achievement of the Company's objectives" | i) Is there a Board-approved policy evaluating Board performance? Yes/No for | Yes |
ii) For the period under review, was there any Board Evaluation exercise conducted? Yes/No | Yes | |
iii) If yes, indicate whether internal or external. Provide date of last evaluation. | It is external. July 2023. | |
iv) Has the Board Evaluation report been presented to the full Board? Yes/No If yes, indicate date of presentation. | Yes. July 2023. | |
v) Did the Chairman discuss the evaluation report with the individual directors? Yes/No | Yes. | |
vi) Is the result of the evaluation for each Director considered in the re-election process? Yes/No | Yes. | |
Principle 15: Corporate Governance Evaluation "Institutionalizing a system for evaluating the Company's corporate governance practices ensures that its governance standards, practices and processes are adequate and effective" | i) For the period under review, has the Company conducted a corporate governance evaluation? Yes/No If yes, provide date of the evaluation. | This is done in the Board evaluation. The last one was done on July 26, 2023. |
ii) Is the result of the Corporate Governance Evaluation presented and considered by the Board? Yes/No | Yes. | |
iii) If yes, please indicate the date of last presentation. | July 26, 2023. | |
iv) Is the summary of the Corporate Governance Evaluation included in the annual reports and Investors portal? Yes/No | This will be done. | |
Principle 16: Remuneration Governance "The Board ensures that the Company remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term" | i) Is there a Board-approved remuneration policy? Yes/NoDirectors' If yes, how often is it reviewed? | Yes. Market surveys are conducted periodically to determine whether Directors' fees are still competitive. The last one was done in July 2023. |
ii) Provide details of directors' fees, allowances and all other benefits paid to them during the period under review. | The Directors are remunerated as follows: Annual Fees
Sitting Fees
Flight Tickets 2 flight tickets up to USD20,000 or USD15,000 cash in lieu of tickets. | |
iii) Is the remuneration of NEDS presented to shareholders for approval? Yes/No If yes, when was it approved? | Yes. The last review was presented to the Annual General Meeting on June 29, 2011. | |
iv) What portion of the NEDs remuneration is linked to company performance? | None. | |
v) Is there a Board-approved remuneration policy for Executive and Senior management? Yes/No If yes, to what extent is remuneration linked to company performance? | Yes. There is a short-term incentive that is linked to the performance of the Company. |
10
Attention: This is an excerpt of the original content. To continue reading it, access the original document here. |
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
ETI - Ecobank Transnational Inc. 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 15:12:51 UTC.