FINANCIAL REPORTING COUNCIL OF NIGERIA
Ministry of Industry, Trade & Investment)
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.
ii. | 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.
Section B - General Information
S/No. | Items | Details |
i. | Company Name | ABBEY MORTGAGE BANK PLC |
ii. | Date of Incorporation | 26th AUGUST 1991 |
iii. | RC Number | 172093 |
iv. | License Number | 000026 |
v. | Company Physical Address | 23 KARIMU KOTUN STREET, VICTORIA |
ISLAND, LAGOS STATE | ||
vi. | Company Website Address | www.abbeymortgagebank.com |
vii. | Financial Year End | 31ST DECEMBER |
viii. | Is the Company a part of a Group/Holding Company? Yes/No | NO |
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
If yes, please state the name of the Group/Holding Company | ||
ix. | Name and Address of Company Secretary | GEOFF AMAGHEREONU - 23 KARIMU |
KOTUN STREET, VICTORIA ISLAND, | ||
LAGOS STATE | ||
x. | Name and Address of External Auditor(s) | PRICEWATERHOUSE COOPERS |
5B Water Corporation Road Landmark | ||
Towers Victoria Island, Eti-Osa | ||
xi. | Name and Address of Registrar(s) | AFRICA PRUDENTIAL PLC - 28 IKORODU |
ROAD, PALMGROOVE, LAGOS | ||
xii. | Investor Relations Contact Person | MARTINS BAKARE |
(E-mail and Phone No.) | m.bakare@abbeymortgagebank.com | |
08109286466 | ||
xiii. | Name of the Governance Evaluation Consultant | OLUKAYODE AINA & CO |
xiv. | Name of the Board Evaluation Consultant | OLUKAYODE AINA & CO |
Section C - Details of Board of the Company and Attendance at Meetings
1. Board Details:
S/No. | Names of Board | Designation | Gender | Date First Appointed/ | Remark |
Members | (Chairman, MD, INED, NED, | Elected | |||
ED) | |||||
1. | MAZI EMMANUEL | CHAIRMAN | M | 24TH FEBRUARY 2020 | TILL 31ST |
KANU IVI | DECEMBER | ||||
2023 | |||||
2. | HIGH CHIEF SAMUEL | CHAIRMAN/ INDEPENDENT | M | 14TH JULY 2016 | EFFECTIVE 1ST |
ONI | NON-EXECUTIVE DIRECTOR | JAN 2024 | |||
3. | MR. MOBOLAJI | MANAGING | M | 3RD FEBRUARY 2020 | |
ADEWUMI | DIRECTOR/CEO | ||||
4. | MR. OLADIPUPO | EXECUTIVE DIRECTOR | M | 26TH JUNE 2020 | |
ADEOYE | |||||
5. | AVM OLUFEMI SOEWU | NON-EXECUTIVE DIRECTOR | M | 3rd JULY 2007 | Retired from |
the Board | |||||
effective 31st | |||||
Dec 2023 | |||||
6. | MR. NONSO OKPALA | NON-EXECUTIVE DIRECTOR | M | 3RD FEBRUARY 2020 | Retired from |
the Board 26th | |||||
June 2023 | |||||
7. | BRG GEN. JOHN | NON- EXECUTIVE | M | 24TH FEBRUARY 2020 | |
OBASA | DIRECTOR | ||||
8. | PROF MARIUS UMEGO | NON-EXECUTIVE DIRECTOR | M | 24TH FEBRUARY 2020 | |
9. | MRS. CHRISTABEL | INDEPENDENT NON- | F | 3RD FEBRUARY 2021 | |
ONYEJEKWE | EXECUTIVE DIRECTOR | ||||
10. | MS. JEWEL | NON-EXECUTIVE DIRECTOR | F | 3RD FEBRUARY 2021 | |
OKWECHIME | |||||
11. | MS. CHIKA | NON-EXECUTIVE DIRECTOR | F | 5TH MARCH 2021 | |
OCHONOGOR | |||||
12. | MR. OBINNA UFUDO | NON-EXECUTIVE DIRECTOR | M | 25TH JULY 2023 | |
13. | MRS. ADENIKE KUTI | INDEPENDENT NON- | F | 14TH DECEMBER 2023 | |
EXECUTIVE DIRECTOR | |||||
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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 | No. of | Membership of | Designation | Number of Committee | Number of |
Board | Board | Board | (Member or | Meetings Held in the | Committee | ||
Meetings | Meetings | Committees | Chairman) | Reporting Year | Meetings | ||
Held in the | Attended | Attended in | |||||
Reporting | in the | the | |||||
Year | Reporting | Reporting | |||||
Year | Year | ||||||
1. | MAZI EMMANUEL KANU | 5 | 5 | NIL | |||
IVI | |||||||
2. | HIGH CHIEF SAMUEL ONI | 5 | 5 | Board Audit & | Chairman | 4 | 4 |
Compliance | |||||||
Committee | |||||||
Board Credit & | Member | 6 | 6 | ||||
Risk | |||||||
Management | |||||||
Committee | |||||||
3. | MOBOLAJI ADEWUMI | 5 | 5 | Strategy & | Member | 4 | 4 |
Financial | |||||||
Analysis | |||||||
Committee | |||||||
Board Credit & | Member | 6 | 6 | ||||
Risk | |||||||
Management | |||||||
Committee | |||||||
4. | MR OLADIPUPO ADEOYE | 5 | 5 | Strategy & | Member | 4 | 4 |
Financial | |||||||
Analysis | |||||||
Committee | |||||||
Board Credit & | Member | 6 | 6 | ||||
Risk | |||||||
Management | |||||||
Committee | |||||||
5. | AVM OLUFEMI SOEWU | 5 | 5 | Board Credit & | Chairman | 6 | 6 |
Risk | |||||||
Management | |||||||
Committee | |||||||
Board Audit & | Member | 4 | 4 | ||||
Compliance | |||||||
Committee | |||||||
6. | NONSO OKPALA | 5 | 2 | Board Strategy | Chairman | 5 | 1 |
& Financial | Chairman | ||||||
Analysis | |||||||
up till June | |||||||
Committee | |||||||
2023 | |||||||
Board Credit & | Member | 6 | 2 | ||||
Risk | Member up | ||||||
Management | |||||||
till June | |||||||
Committee | |||||||
2023 | |||||||
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
S/No. | Names of Board Members | No. of | No. of | Membership of | Designation | Number of Committee | Number of |
Board | Board | Board | (Member or | Meetings Held in the | Committee | ||
Meetings | Meetings | Committees | Chairman) | Reporting Year | Meetings | ||
Held in the | Attended | Attended in | |||||
Reporting | in the | the | |||||
Year | Reporting | Reporting | |||||
Year | Year | ||||||
7. | PROF. MARIUS UMEGO | 5 | 5 | Board | Member | 6 | 6 |
Governance & | |||||||
Remuneration | |||||||
Committee | |||||||
Board Audit & | Member | 4 | 4 | ||||
Compliance | |||||||
Committee | |||||||
8. | CHRISTABEL ONYEJEKWE | 5 | 5 | Board | Chairman | 6 | 6 |
Governance & | |||||||
Remuneration | |||||||
Committee | |||||||
Board Strategy | Member | 4 | 3 | ||||
& Financial | |||||||
Analysis | |||||||
Committee | |||||||
9. | JEWEL OKWECHIME | 5 | 5 | Board | Member | 6 | 6 |
Governance & | |||||||
Remuneration | |||||||
Committee | |||||||
Board Strategy | Member | 4 | 4 | ||||
& Financial | |||||||
Analysis | |||||||
Committee | |||||||
CHIKA OCHONOGOR | 5 | 4 | Board | Member | 6 | 6 | |
Governance & | |||||||
Remuneration | |||||||
Committee | |||||||
Board Audit & | Member | 4 | 4 | ||||
Compliance | |||||||
Committee | |||||||
OBINNA UFUDO | 5 | 2 | Board Strategy | Chairman | 4 | 2 | |
& Financial | Chairman | ||||||
Analysis | |||||||
from July | |||||||
Committee | |||||||
2023 | |||||||
Board Credit & | Member | 6 | 2 | ||||
Risk | Member | ||||||
Management | |||||||
from July | |||||||
Committee | |||||||
2023 | |||||||
Section D - Details of Senior Management of the Company
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
1. Senior Management:
S/No. | Names | Position Held | Gender |
1. | MR. MOBOLAJI ADEWUMI | MANAGING DIRECTOR/CEO | M |
2. | MR OLADIPUPO ADEOYE | EXECUTIVE DIRECTOR, TREASURY & | M |
BUSINESS OPERATIONS | |||
3. | MRS. LOLITA EJIOFOR | GM, IT AND OPERATIONS | F |
4. | MR GEOFF AMAGHEREONU | COMPANY SECRETARY | M |
5. | MS. TOYIN ABEL | GROUP HEAD, PRIVATE AND | F |
INSTITUTIONAL BANKING | |||
6. | MR. ABIODUN LASISI | HEAD LOAN MONITORING & | M |
RECOVRY | |||
7. | MR OLUSHOLA SEIDU | GROUP HEAD, COMPLIANCE AND | M |
INTERNAL CONTROL | |||
8. | MR FELIX OMODAYO- | GROUP HEAD, RETAIL SALES AND E- | M |
OWOTUGA | BUSINESS | ||
9. | MR TOSIN BEREDUGO | HEAD, I.T | M |
10. | MR TOMI OLURINOLA | CHIEF FINANCE OFFICER | M |
11. | MS. BUKOLA EWEDAIRO | GROUP HEAD, NON-PROFIT | F |
ORGANIZATION | |||
12. | MS. FUNMI FEMI-OMAGE | HEAD, CENTRALIZED OPERATIONS | F |
13. | MR. EBENEZER AFOLABI | HEAD, INTERNAL AUDIT | M |
14. | MRS IDONGESIT ABIA | HEAD, RISK MANAGEMENT | F |
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
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 | i) Does the Board have an approved Charter | YES- The review was approved by the Board on 25tth | ||||||||
"A | successful | Company | is | which sets out its responsibilities and terms of | February 2022. | |||||
reference? Yes/No | ||||||||||
headed by an effective Board | ||||||||||
If yes, when was it last reviewed? | ||||||||||
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" | ||||||||||
Principle 2: Board Structure | i) What are the qualifications and experiences of | Mazi Emmanuel Kanu Ivi- B.Sc, MBA | ||||||||
and Composition | the directors? | Mr. Mobolaji Adewumi - B.Sc, ACCA, MBA | ||||||||
"The effective discharge of the | Mr. Oladipupo Adeoye - B.Eng | |||||||||
AVM. Olufemi Soewu - M.Sc | ||||||||||
responsibilities of the Board and | ||||||||||
High Chief Samuel Oni - ACA, MBA, FCCA, ACCA | ||||||||||
its committees is assured by an | ||||||||||
Mr. Nonso Okpala - B.Sc, , CAIA | ||||||||||
appropriate | balance of | skills | ||||||||
Prof. Marius Umego - Ph.D, P.G.D.E, M.Sc, B.Sc | ||||||||||
and | diversity | (including | ||||||||
experience and gender) without | Brig-Gen John Obasa - B.Sc, M.Sc | |||||||||
compromising | competence, | Miss Jewel Okwechime - M.Sc | ||||||||
independence and integrity " | Mrs. Chriatabel Onyejekwe - LLB, MBA | |||||||||
Miss Chika Ochonogor - LL.M | ||||||||||
Mr Obinna Ufudo - B.Sc, M.Sc | ||||||||||
Ms Adenike Kuti - B.Sc, MBA | ||||||||||
ii) Does the company have a Board-approved | YES - The Company's Board Charter and Code of | |||||||||
diversity policy? Yes/No | Corporate Governance promote membership | |||||||||
If yes, to what extent have the diversity targets | diversity in terms of qualifications, skills, | |||||||||
been achieved? | experience, age culture and gender. The Company | |||||||||
has been able to achieve these attributes. | ||||||||||
iii) Are there directors holding concurrent | ||||||||||
directorships? Yes/No | NO | |||||||||
If yes, state names of the directors and the | ||||||||||
companies? | ||||||||||
iv) Is the MD/CEO or an Executive Director a | ||||||||||
chair of any Board Committee? Yes/No | NO | |||||||||
If yes, provide the names of the Committees. | ||||||||||
Principle 3: Chairman | i) Is the Chairman a member or chair of any of | NO | ||||||||
"The | Chairman | is responsible | the Board Committees? Yes/no | |||||||
If yes, list them. | ||||||||||
for providing overall leadership | ||||||||||
of the Company and the Board, | ii) At which Committee meeting(s) was the | NIL | ||||||||
and | eliciting | the | constructive | Chairman in attendance during the period | ||||||
participation of all Directors to | under review ? | |||||||||
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
Principles | Reporting Questions | Explanation on application or deviation | ||||
facilitate effective | direction | of | iii) Is the Chairman an INED or a NED? | The Chairman is an Independent Non-Executive | ||
the Board" | Director | |||||
iv) Is the Chairman a former MD/CEO or ED of the | NO | |||||
Company? Yes/No | ||||||
If yes, when did his/her tenure as MD end? | ||||||
v) | When was he/she appointed as Chairman? | 24TH FEBRUARY 2020 | ||||
vi) | Are the roles and responsibilities of the | Yes, the roles and responsibilities of the Chairman | ||||
Chairman clearly defined? Yes/No | are contained in the Board Charter and Abbey's | |||||
If yes, specify which document | Code of Corporate Governance | |||||
Principle | 4: | Managing | i) | Does the MD/CEO have a contract of | YES - His authority and relationship with the Board | |
Director/ | Chief | Executive | employment which sets out his authority and | are contained in the Board Charter and Abbey's | ||
Officer | relationship with the Board? Yes/No | Code of Corporate Governance | ||||
"The Managing Director/Chief | If no, in which documents is it specified? | |||||
Executive Officer is the head of | ii) | Does the MD/CEO declare any conflict of | No conflict of interest was disclosed in the | |||
management delegated by the | interest on appointment, annually, thereafter | declaration form | ||||
Board to run the affairs of the | and as they occur? Yes/No | |||||
Company | to | achieve | its | |||
iii) Which of the Board Committee meetings did | Board Credit & Risk Management Committee | |||||
strategic | objectives | for | ||||
the MD/CEO attend during the period under | Board Strategy & Financial Analysis Committee | |||||
sustainable | corporate | |||||
performance" | review? | |||||
iv) Is the MD/CEO serving as NED in any other | NO | |||||
company? Yes/no. | ||||||
If yes, please state the company(ies)? | ||||||
No membership disclosed. | ||||||
v) Is the membership of the MD/CEO in these | ||||||
companies in line with the Board-approved | ||||||
policies? Yes/No | ||||||
Principle | 5: | Executive | i) | Do the EDs have contracts of employment? | YES | |
Directors | Yes/no | |||||
Executive Directors support the | ||||||
ii) | If yes, do the contracts of employment set out | YES- Standard Operating Policies | ||||
Managing Director/Chief | the roles and responsibilities of the EDs? | |||||
Executive | Officer in | the | Yes/No | |||
If no, in which document are the roles and | ||||||
operations and management of | ||||||
responsibilities specified? | ||||||
the Company | ||||||
iii) Do the EDs declare any conflict of interest on | No conflict of interest was disclosed in the | |||||
appointment, annually, thereafter and as they | declaration form | |||||
occur? Yes/No | ||||||
iv) Are there EDs serving as NEDs in any other | NO | |||||
company? Yes/No | ||||||
If yes, please list | ||||||
v) Are their memberships in these companies in | No membership disclosed. | |||||
line with Board-approved policy? Yes/No | ||||||
Principle | 6: Non-Executive | i) | Are the roles and responsibilities of the NEDs | YES- their roles and responsibilities are contained in | ||
Directors | clearly defined and documented? Yes/No | the Board Charter and Abbey's Code of Corporate | ||||
Non-Executive Directors bring | If yes, where are these documented? | Governance | ||||
to bear their knowledge, | ii) | Do the NEDs have letters of appointment | YES | |||
expertise | and | independent | specifying their duties, liabilities and terms of | |||
judgment on issues of strategy | engagement? Yes/No | |||||
and performance on the Board | ||||||
iii) Do the NEDs declare any conflict of interest | No conflict of interest was disclosed in the | |||||
on appointment, annually, thereafter and as | declaration form | |||||
they occur? Yes/No | ||||||
iv) Are NEDs provided with information relating | YES- The information is provided periodically in an | |||||
to the management of the company and on | accurate and timely manner through Board packs | |||||
all Board matters? Yes/No | and Board papers | |||||
If yes, when is the information provided to the | ||||||
NEDs | ||||||
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
Principles | Reporting Questions | Explanation on application or deviation | |||||
v) | What is the process of ensuring completeness | The information is subjected to the Company's strict | |||||
and adequacy of the information provided? | and robust quality control measures before being | ||||||
released to Directors | |||||||
vi) | Do NEDs have unfettered access to the EDs, | YES | |||||
Company Secretary and the Internal Auditor? | |||||||
Yes/No | |||||||
Principle | 7: | Independent | i) | Do the INEDs meet the independence criteria | YES -There is strict compliance with the | ||
Non-Executive Directors | prescribed under Section 7.2 of the Code? | requirement of Principle 7.2 | |||||
Independent | Non-Executive | Yes/No | |||||
Directors bring a high degree of | ii) | Are there any exceptions? | NO | ||||
objectivity to the Board for | |||||||
sustaining stakeholder trust and | |||||||
iii) | What is the process of selecting INEDs? | INEDs are selected on the basis of their unimpaired | |||||
confidence" | |||||||
independence, objectivity, impartiality and | |||||||
competence. | |||||||
iv) | Do the INEDs have letters of appointment | YES | |||||
specifying their duties, liabilities and terms of | |||||||
engagement? Yes/No | |||||||
v) | Do the INEDs declare any conflict of interest | No conflict of interest was disclosed in the | |||||
on appointment, annually, thereafter and as | declaration form | ||||||
they occur? Yes/No | |||||||
vi) | Does the Board ascertain and confirm the | YES- The appointment is measured and tested | |||||
independence of the INEDs? Yes/No | against the principles enshrined in the various | ||||||
If yes, how often? | governance codes including the Nigerian Code of | ||||||
What is the process? | Corporate Governance | ||||||
vii) | Is the INED a Shareholder of the Company? | ||||||
Yes/No | NO | ||||||
If yes, what is the percentage shareholding? | |||||||
viii) Does the INED have another relationship with | NO | ||||||
the Company apart from directorship and/or | |||||||
shareholding? Yes/No | |||||||
If yes, provide details. | |||||||
ix) | What are the components of INEDs | ANNUAL ALLOWANCE AND SITTING ALLOWANCE | |||||
remuneration? | |||||||
Principle | 8: | Company | i) | Is the Company Secretary in-house or | The Company Secretary is in-house | ||
Secretary | outsourced? | ||||||
"The | Company | Secretary | |||||
ii) | What is the qualification and experience of the | LLB, BL | |||||
support the effectiveness of the | Company Secretary? | ||||||
Board | by | assisting | the Board | ||||
iii) Where the Company Secretary is an employee | YES | ||||||
and management | to develop | ||||||
of the Company, is the person a member of | |||||||
good | corporate | governance | |||||
senior management? | |||||||
practices and culture within the | |||||||
Company" | |||||||
iv) Who does the Company Secretary report to? | The Company Secretary reports to the Board with a | ||||||
dotted line to the Managing Director/CEO | |||||||
v) What is the appointment and removal process | The appointment and removal process of the | ||||||
of the Company Secretary? | Company Secretary are under the authority of the | ||||||
Board of Directors and the process is contained in | |||||||
S333(1) and S333(2) of the CAMA 2020 | |||||||
vi) Who undertakes and approves the | The Managing Director/CEO appraises the | ||||||
performance appraisal of the Company | Company Secretary | ||||||
Secretary? | |||||||
Principle 9: Access to | i) | Does the company have a Board-approved | YES - The Board Charter and Abbey Code of | ||||
Independent Advice | policy that allows directors access to | Corporate Governance | |||||
"Directors | are | sometimes | independent professional advice in the | ||||
discharge of their duties? Yes/No | |||||||
required to make decisions of a | |||||||
If yes, where is it documented? | |||||||
technical | and | complex nature | |||||
that may require independent | ii) Who bears the cost for the independent | The Company | |||||
external expertise" | professional advice? | ||||||
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
Principles | Reporting Questions | Explanation on application or deviation | |||||
iii) During the period under review, did the | NO | ||||||
Directors obtain any independent professional | |||||||
advice? Yes/No | |||||||
If yes, provide details. | |||||||
Principle 10: Meetings of the | i) | What is the process for reviewing and | The minutes of the previous meeting are reviewed | ||||
Board | approving minutes of Board meetings? | and approved at the next Board meeting | |||||
"Meetings | are the | principal | |||||
ii) | What are the timelines for sending the minutes | The minutes of meetings is usually sent at least 14 | |||||
vehicle for | conducting | the | to Directors? | days before the date of the meeting | |||
business | of | the Board | and | ||||
iii) What are the implications for Directors who do | It would affect their re-election | ||||||
successfully | fulfilling | the | |||||
not meet the Company policy on meeting | |||||||
strategic | objectives | of | the | ||||
attendance? | |||||||
Company" | |||||||
Principle | 11: | Board |
Committees |
"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- | YES | |
approved Charters which set out their | |||
responsibilities and terms of reference? Yes/No | |||
ii) | What is the process for reviewing and | The minutes of the previous meeting are reviewed | |
approving minutes of Board Committee of | and approved at the next Board Committee | ||
meetings? | meeting | ||
iii) What are the timelines for sending the minutes | The minutes of meetings is usually sent at least 14 | ||
to the directors? | days before the date of the meeting | ||
iv) Who acts as Secretary to board committees? | The Company Secretary acts as the secretary of all | ||
Board Committee meetings | |||
v) What Board Committees are responsible for the | Nomination and Governance - Board Governance | ||
following matters? | & Remuneration Committee | ||
a) | Nomination and Governance | ||
b) | Remuneration | Remuneration- Board Governance & Remuneration | |
c) | Audit | Committee | |
d) | Risk Management | ||
Audit- Board Audit & Compliance Committee | |||
Risk Management- Board Credit & Risk | |||
Management Committee | |||
vi) What is the process of appointing the chair of | The Board of Directors appoints the Chairmen of all | ||
each committee ? | Committees based on qualifications and experience | ||
Committee responsible for Nomination and Governance | |||
vii) What is the proportion of INEDs to NEDs on the | INEDs - 1 | ||
Committee responsible for Nomination and | NEDs - 4 | ||
Governance? | |||
viii) Is the chairman of the Committee a NED or | The Chairman is an INED | ||
INED ? | |||
ix) | Does the Company have a succession plan | YES- The Succession Plan is reviewed every three | |
policy? Yes/No | years | ||
If yes, how often is it reviewed? | |||
x) | How often are Board and Committee charters | The Board and Board Committee Charters as well as | |
as well as other governance policies reviewed? | Governance Policies are reviewed every three years | ||
xi) | How does the committee report on its activities | Each Board Committee presents its report to the | |
to the Board? | Board at every Board meeting | ||
Committee responsible for Remuneration | |||
xii) What is the proportion of INEDs to NEDs on | INEDs - 1 | ||
the Committee responsible for | NEDs - 4 | ||
Remuneration? | |||
xiii) Is the chairman of the Committee a NED or | The Chairman is an INED | ||
INED ? | |||
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
Principles | Reporting Questions | Explanation on application or deviation | ||
Committee | responsible for Audit | |||
xiv) | Does the Company have a Board Audit | YES | ||
Committee separate from the Statutory Audit | ||||
Committee? Yes/No | ||||
xv) | Are members of the Committee responsible | YES | ||
for Audit financially literate? Yes/No | ||||
xvi) | What are their qualifications and experience? | High Chief Samuel Oni - ACA, MBA, FCCA, ACCA | ||
AVM. Olufemi Soewu - M.Sc | ||||
Prof. Marius Umego - Ph.D, P.G.D.E, M.Sc, B.Sc | ||||
Brig-Gen John Obasa - B.Sc, M.Sc | ||||
Ms. Chika Ochonogor - LLM | ||||
xvii) Name the financial expert(s) on the | High Chief Samuel Oni | |||
Committee responsible for Audit | ||||
xviii) How often does the Committee responsible | The Internal Auditor's reports are reviewed | |||
for Audit review the internal auditor's reports? | quarterly by the Audit Committee | |||
xix) | Does the Company have a Board approved | YES | ||
internal control framework in place? Yes/No | ||||
xx) | How does the Board monitor compliance with | The Board monitors the implementation of the | ||
the internal control framework? | internal control framework through the Board Audit | |||
& Compliance Committee. It reviews business | ||||
strategies and significant policies of the Company. | ||||
It ensures independent audit of internal control | ||||
systems and receives periodic reports on material | ||||
deficiencies in the internal control system. | ||||
xxi) | Does the Committee responsible for Audit | YES - The Audit & Compliance Committee reviews | ||
review the External Auditors management | the external auditor's Management Letter, Key | |||
letter, Key Audit Matters and management | Audit Matters and Management response to issues | |||
response to issues raised? Yes/No | raised. Thereafter it presents its report to the Board. | |||
Please explain. | Monitoring of remedial actions is carried out by the | |||
Committee at subsequent meetings. | ||||
xxii) Is there a Board-approved policy that clearly | NO. But in practice external auditors are prohibited | |||
specifies the non-audit services that the | from providing the following services: | |||
external auditor shall not provide? Yes/No | a. | Book keeping | ||
b. | Financial Information systems design and | |||
implementation | ||||
c. | Appraisal or valuation services, fairness | |||
opinions, or contribution in-kind-report | ||||
d. | Internal audit outsourcing services | |||
e. | Management function or human resources | |||
f. | Broker-dealer, investment adviser, or | |||
investment banking services | ||||
g. | Legal Services and expert services unrelated to | |||
the audit. | ||||
xxiii) How many times did the Audit Committee | The Audit Committee held discussions with the | |||
hold discussions with the head of internal | external auditors once and four times with the Head | |||
audit function and external auditors without | of Internal Audit during the period under review. | |||
the management during the period under | ||||
review? | ||||
Committee responsible for Risk Management | ||||
xxiv) Is the Chairman of the Risk Committee a NED | The Chairman is a NED | |||
or an INED? | ||||
xxv) Is there a Board approved Risk Management | YES- The revised Enterprise Risk Management | |||
framework? Yes/No? | Framework was approved in September 2023 | |||
If yes, when was it approved? | ||||
xxvi) How often does the Committee review the | The Risk Management Controls are reviewed | |||
adequacy and effectiveness of the Risk | quarterly | |||
Management Controls in place? |
10
REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
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Abbey Mortgage Bank plc published this content on 19 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 March 2024 08:48:03 UTC.