Corporate Governance

The Board has the overall responsibility for setting the strategic direction of the company and also oversight of senior Management.

The Board consists of persons of mixed skills, chosen on the basis of professional background and expertise, business experience and integrity as well as knowledge of the bank’s business.

Directors are fully abreast of their responsibilities and knowledgeable in the business and are therefore able to exercise good judgment on issues relating to the bank’s business.  They have on the basis of this acted in good faith with due diligence and skill and in the overall best interest of the company and relevant stakeholders.

The Board is made up of a Non-Executive Chairman, five (5) Non-Executive Directors and five (5) executive Directors including the GMD/CEO.  Three (3) of the Non-Executive Directors are independent directors, appointed in compliance with the Central Bank of Nigeria (CBN) circular on Appointment of Independent Directors by Banks.

The Group Managing Director/Chief Executive is responsible for the day to day running of the bank and oversees the group structure, assisted by the Executive Committee (EXCO).  EXCO comprises the Executive Directors and the Group Managing Director/Chief Executive, who chairs it.

The Board is responsible for

• reviewing and approving the bank’s strategic plans for implementation by management;
• reviewing and approving the bank’s financial objectives, business plans and budgets, including capital allocations and expenditures;
• monitoring corporate performance against the strategic plans and business, operating and capital budgets;
• implementing the bank’s succession planning;
• approving acquisitions and divestitures of business operations, strategic investments, and alliances, and major business development initiatives;
• approving delegation of authority for any unbudgeted expenditure;
• setting the tone for and supervising the Corporate Governance structure of the bank;
• assessing its own effectiveness in fulfilling its responsibilities, including monitoring the effectiveness of individual directors.

The membership of the Board during the half year is as follows:

1. Mr. Jim Ovia, CON – (Chairman)
2. Alhaji Baba Tela – (Non-Executive Director / Independent)
3. Mr. Jeffrey Efeyini – (Non-Executive Director)
4. Prof. Chukuka S. Enwemeka – (Non-Executive Director)
5. Prof. Oyewusi Ibidapo-Obe – (Non-Executive Director / Independent)
6. Gabriel Ita Asuquo Ukpeh – (Non-Executive Director / Independent)
7. Ms. Adaora Umeoji – (Deputy Managing Director)
8. Mr. Ebenezer Onyeagwu – (Deputy Managing Director)
9. Mr. Oladipo Olusola – (Executive Director)
10. Mr Umar Ahmed – (Executive Director)
11. Mr. Peter Amangbo – (Group Managing Director/ CEO)

The Board meets at least every quarter but may hold extraordinary sessions to address urgent matters requiring the attention of the Board.

The Board carries out its oversight functions using its various Board Committees. This makes for efficiency and allows for a deeper attention to specific matters for the board.

Membership of the Committees of the Board is intended to make the best use of the skills and experience of non-executive directors in particular.

The Board has established the various Committees with well defined terms of reference and Charters defining their scope of responsibilities in such a way as to avoid overlap or duplication of functions.

The Committees of the Board meet quarterly but may hold extraordinary sessions as business of the bank demand.

The Committee is currently made up of eight (8) members comprising four (4) non Executive Directors and four (4) Executive Directors of the bank. The Board Credit Committee is chaired by a non-Executive Director who is well versed in credit matters. The Committee considers loan applications above the level of Management Credit Committee. It also determines the credit policy of the bank or changes therein.

The membership of the Credit Committee during the half year is as follows:

1. Mr. Jeffrey Efeyini – (Chairman)
2. Alhaji Baba Tela
3. Prof. Chukuka Enwemeka
4. Mr Gabriel Ukpeh
5. Mr. Ebenezer Onyeagwu
6. Mr. Olusola Oladipo
7. Adaora Umeoji
8. Mr. Peter Amangbo

Committee’s Terms of Reference

• To conduct a quarterly review of all collateral security for Board consideration and approval.
• To recommend criteria by which the Board of Directors can evaluate the credit facilities presented from various customers.
• To review the credit portfolio of the Bank.
• To approve all credit facilities above Management approval limit. 
• To establish and periodically review the bank’s credit portfolio in order to align organizational strategies, goals and performance.
• To evaluate on an annual basis the components of total credit facilities as well as market competitive data and other factors as deemed appropriate, and to determine the credit level based upon this evaluation.
• To make recommendations to the Board of Directors with respect to credit facilities based upon performance, market competitive data, and other factors as deemed appropriate.
• To recommend to the Board of Directors as appropriate, new credit proposals, restructure plans, and amendments to existing plans.
• To recommend non-performing credits for write-off by the Board.
• To perform such other duties and responsibilities as the Board of Directors may assign from time to time.

The Committee is made up of five (5) Non-Executive Directors and one of the Non-Executive Director chairs the committee.

The membership of the Committee is as follows:

1. Mr Jeffrey Efeyini - (Chairman)
2. Alhaji Baba Tela
3. Prof. Chukuka S. Enwemeka
4. Prof. Oyewusi Ibidapo Obe
5. Mr Gabriel Ukpeh

Committee’s Terms of Reference

• To determine a fair, reasonable and competitive compensation practices for executive officers and other key employees of the bank which are consistent with the bank’s objectives.
• Determining the quantum and structure of compensation and benefits for Non-Executive Directors, Executive Directors and senior management of the Group;
• Ensuring the existence of an appropriate remuneration policy and philosophy for Executive Directors, Non-Executive Directors and staff of the Group;
• Review and recommendation for Board ratification, all terminal compensation arrangements for Directors and senior management;
• Recommendation of appropriate compensation for Non-Executive Directors for Board and Annual General Meeting consideration;
• Review and approval of any recommended compensation actions for the bank’s Executive Committee members, including base salary, annual incentive bonus, long-term incentive awards, severance benefits, and perquisites;
• Review and continuous assessment of the size and composition of the Board and Board Committees, and recommend the appropriate Board structure, size, age, skills, competencies, composition, knowledge, experience and background in line with the needs of the Group and diversity required to fully discharge the Board’s duties;
• Recommendation of membership criteria for the Group Board, Board Committees and subsidiary companies’ Boards;
• Identification at the request of the Board of specific individuals for nomination to the Group and subsidiary companies Boards and making of recommendations on the appointment and election of New Directors (including the Group MD) to the Board, in line with the Group’s approved Director Selection criteria;
• Review of the effectiveness of the process for the selection and removal of Directors and making recommendations where appropriate;
• Ensuring that there is an approved training policy for Directors, and monitoring of compliance with the policy;
• Review and make recommendations on the Group’s succession plan for Directors and other senior management staff for the consideration of the Board;
• Regular monitoring of compliance with Group’s code of ethics and business conduct for Directors and staff;
• Review the Group’s organization structure and to make recommendations to the Board for approval;
• Review and agreement at the beginning of the period, of the key performance indicators for the Group MD and Executive Directors;
• Ensure annual review or appraisal of the performance of the Board is conducted. This review/appraisal covers all aspects of the Board’s structure, composition, responsibilities, individual competencies, Board operations, Board’s role in strategy setting, oversight over corporate culture, monitoring role and evaluation of management performance and stewardship towards shareholders etc;

The Bank’s remuneration policy is structured taking into account the environment in which it operates and the results it achieves at the end of each financial year.  It includes the following elements:

Non Executive Directors

• Components of remuneration is annual fee and sitting allowances which are based on levels of responsibilities.
• Directors are also sponsored for training programmes that they require to enhance their duties to the bank.

Executive Directors

The remuneration policy for Executive Directors considers various elements, including the following:

• Fixed remuneration, taking into account the level of responsibility, and ensuring this remuneration is competitive with remuneration paid for equivalent posts in banks of equivalent status both within and outside Nigeria.
• Variable annual remuneration linked to the Zenith Bank financial results. The amount of this remuneration is subject to achieving specific quantifiable targets, aligned directly with shareholders’ interest.

This Committee is made up of six (6) members: three (3) non-Executive Directors and three (3) Executive Directors. It is chaired by a non-executive Director. The Committee considers large-scale procurement by the Bank, as well as matters relating to staff welfare, discipline, staff remuneration and promotion.

The membership of the committee during the half year is as follows:

1. Alhaji Baba Tela – (Chairman)
2. Prof. Chukuka Enwemeka
3. Prof. Oyewusi Ibidapo-Obe
4. Ms. Adaora Umeoji
5. Mr Umar Shuaib Ahmed
6. Mr. Peter Amangbo

Committee’s Terms of Reference

• Approval of large scale procurements by the bank and other items of major expenditure by the bank.
• Recommendation of the Bank’s Capital Expenditure (CAPEX) and major Operating Expenditure (OPEX) limits for consideration by the Board.
• Consideration of management requests for branch set up and other business locations
• Consideration of management request for establishment of offshore subsidiaries and other offshore business offices.
• Consideration of the dividend policy of the Group and the declaration of dividends or other forms of distributions and recommendation to the Board.
• Consideration of Capital expenditures, divestments, acquisitions, joint ventures and other investments, and other major capital transactions.
• Consideration of senior management promotions as recommended by the GMD/CEO.
• Review and recommendations on recruitment, promotion and disciplinary actions for senior management staff.
• To discharge the Board's responsibility relating to oversight of the management of the health and welfare plans that cover the company's employees.
• Review and recommendation to the Board, salary revisions and service conditions for senior management staff based on the recommendation of the Executives.
• Oversight of the broad-based employee compensation policies and programs.

The Board Risk Management Committee has oversight responsibility for the overall risk assessment of various areas of the Bank’s operations and compliance.

The Chief Risk Officer, the Chief Inspector and the Chief Compliance Officer have access to this Committee and make quarterly presentations for the consideration of the Committee. Chaired by Prof. Chukuka S. Enwemeka (a non executive Director), the Committee’s membership comprises the following:

1. Prof. Chukuka S. Enwemeka - (Chairman)
2. Mr. Jeffrey Efeyini
3. Mr Gabriel Ukpeh
4. Mr. Ebenezer Onyeagwu
5. Mr. Peter Amangbo

Terms of Reference

• The primary responsibility of the Committee is to ensure that sound policies, procedures and practices are in place for the risk-wide management of the bank’s material risks and to report the results of the Committee’s activities to the Board of Directors.
• Design and implement risk management practices, specifically provide ongoing guidance and support for the refinement of the overall risk management framework ensuring best practices are incorporated.
• Ensure that Management understands and accepts its responsibility for identifying, assessing and managing risk.
• Ensure and monitor risk management practices and specifically determine which enterprise risks are most significant and approve resource allocation for risk monitoring and improvement activities, assign risk owners and approve action plans.
• Periodically review and monitor risk mitigation progress and periodically review and report to the Board of Directors: (a) magnitude of all material business risks (b) the processes, procedures and controls in place to manage material risks and (c) the overall effectiveness of the risk management process.
• Facilitate the development of a comprehensive risk management framework for the Bank and develop the risk management policies and processes and enforce its compliance.
• To perform such other duties and responsibilities as the Board of Directors may assign from time to time.

The Committee was created from the former Board Risk & Audit Committee on February 24, 2016 in line with the Central Bank of Nigeria (CBN) regulations.  The Board also on October 19, 2016 rechristened same as Board Audit and Compliance Committee to align its responsibilities with regulatory requirement and best practice.

The Committee is chaired by an Independent Non Executive Director - Mr. Gabriel Ukpeh, who is a Fellow of the Institute of the Chartered Accountants of Nigeria (ICAN) and knowledgeable in financial matters.  The Chief Inspector and Chief Compliance Officer have access to this Committee and make quarterly presentations for the consideration of the Committee. 

Committee’s membership comprises the following:

(1) Mr. Gabriel Ukpeh - (Chairman)

(2) Alhaji Baba Tela

(3) Mr. Jeffrey Efeyini

Committee's Terms of Reference

The Board Audit Committee have the following responsibilities as delegated by the Board of Directors:

• Ascertain whether the accounting and reporting policies of the bank are in accordance with legal requirements and acceptable ethical practices.

• Review the scope and planning of audit requirements.

• Review the findings on management matters (Management Letter) in conjunction with the external auditors and Management’s responses thereon.

• Keep under review the effectiveness the bank’s system of accounting and internal control.

• Make recommendations to the Board with regard to the appointment, removal and remuneration of the external auditors of the bank.

• Authorize the internal auditor to carry out investigations into any activities of the bank which may be of interest or concern to the Committee.

• Assist in the oversight of compliance with legal and other regulatory requirements, assessment of qualifications and independence of the external auditors and performance of the bank’s internal audit function as well as that of the external auditors.

• Ensure that the internal audit function is firmly established and that there are other reliable means of obtaining sufficient assurance of regular review or appraisal of the system of internal control in the bank.

• Oversee management’s processes for the identification of significant fraud risks across the bank and ensure that adequate prevention, detection and reporting mechanisms are in place.

• On a quarterly basis, obtain and review reports by the internal auditor on the strength and quality of internal controls, including any issues or recommendations for improvement, raised during the most recent control review of the bank.

• Discuss and review the bank’s unaudited quarterly and annual financial statements with management and external auditors respectively to include disclosures, management control reports, independent reports and external auditors’ reports before submission to the Board, in advance of publication.

• Discuss policies strategies with respect to risk assessment and management.

• Meet separately and periodically with management, the internal auditor and the external auditors, respectively.

• Review and ensure that adequate whistle - blowing procedures are in place and that a summary of issues reported is highlighted to the Board, where necessary.

• Review with external auditors, any audit scope limitations or problems encountered and management responses to them.

• Review the independence of the external auditors and ensure that they do not provide restricted services to the bank.

• Appraise and make recommendation to the Board on the appointment of internal auditor of the bank and review his/her performance appraisal annually.

• Review the response of management to the observations and recommendation of the Auditors and bank regulatory authorities.

• Agree Internal Audit Plan for the year annually with the Internal auditor and ensure that the internal audit function is adequately resourced and has appropriate standing within the bank.

• Review quarterly Internal Audit progress against Plan for the period and review outstanding Agreed Actions and follow up.

• To develop a comprehensive internal control framework for the bank and obtain assurances on the operating effectiveness of the Bank’s internal control framework.

• To establish management’s processes for the identification of significant fraud risks across the bank and ensure that adequate prevention, detection and reporting mechanisms are in place.

• To work with the Internal Auditor to develop the Internal Audit Plan for the year annually and ensure that the internal audit function is adequately resourced to carry out the plan.

• To review periodically the Internal Audit progress against Plan for the period and review outstanding Agreed Actions and follow up.

• The Chief Inspector, the Chief Compliance Officer, as well as the Chief Risk Officer shall submit quarterly reports to the Committee, in addition to reporting to the Group Managing Director.  The Chief Inspector, the Chief Compliance Officer and the Chief Risk Officer shall also have unrestricted access to the Chairman of the Committee.

• The Chief Inspector shall report back to the Committee regularly on action of correction implemented by management including provisions and improvement to systems and control where necessary.

• To perform such other duties and responsibilities as the Board of Directors may assign from time to time.

The Committee is established in line with Section 359(6) of the Companies and Allied Matters Act, 1990. The Committee’s membership consists of three (3) representatives of the shareholders elected at the Annual General Meeting (AGM) and three (3) non-executive Directors. The Committee meets every quarter, but could also meet at any other time, should the need arise.

All members of the committee are financially literate.

The membership of the committee is as follows:

1. Mrs. Bimpe Balogun - (Chairman) (Shareholders’ Representative)
2. Prof (Prince) L.F.O. Obika - (Shareholders’ Representative) 
3. Mr. Michael Olusoji Ajayi (Shareholders’ Representative)
4. Alhaji Baba Tela
5. Mr. Jeffrey Efeyini
6. Mr. Gabriel Ukpeh

Committee’s Terms of Reference

• To meet with the independent Auditors, Chief Financial Officer, internal Auditor and any other Bank executive both individually and/or together, as the Committee deems appropriate at such times as the Committee shall determine to discuss and review.
• The bank’s quarterly and audited annual financial statements, including any related notes, the bank’s specific disclosures and discussion under “Managements Control Report” and the independent auditors’ report, in advance of publication.
• The performance and results of the external and internal audits, including the independent auditors’ management letter and management’s responses thereto.
• The effectiveness of the bank’s system of internal controls, including computerized information systems and security, any recommendations by the independent auditor and internal auditor regarding internal control issues and any actions taken in response thereto, and the internal control certification and attestation required to be made in connection with the bank’s quarterly and annual financial reports.
• Such other matters in connection with overseeing the financial reporting process and the maintenance of internal controls as the Committee shall deem appropriate.
• To prepare the Committee’s report for inclusion in the bank’s annual report.
• To report to the entire Board at such times as the Committee shall determine.

The EXCO comprises of the Group Managing Director, who chairs it and all Executive Directors. The Committee meets twice weekly (or such other times as business exigency may require) to deliberate and take policy decisions on the effective and efficient management of the bank.  It also serves as a first review platform for issues to be discussed at the Board level.  EXCO’s primary responsibility is to ensure the implementation of strategies approved by the Board, provide leadership to the Management team and ensure efficient deployment and management of the bank’s resources. Its Chairman is responsible for the day-to-day running and performance of the bank.

In addition to the aforementioned Committees, the bank has in place, other Standing Management Committees. They include:
(a) Management Committee (MANCO)
(b) Assets and Liabilities Committee (ALCO)
(c) Management Global Credit Committee (MGCC)
(d) Risk Management Committee (RMC)
(e) Information Technology (IT) Steering Committee

(a) Management Committee (MANCO)
The Management Committee comprises the senior management of the Bank and has been established to identify, analyse, and make recommendations on risks arising from day-to-day activities. They also ensure that risk limits as contained in the Board and Regulatory policies are complied with. Members of the management committee make contributions to the respective Board Committees and also ensure that recommendations of the Board Committees are effectively and efficiently implemented. They meet weekly and as frequently as the need arises.

(b) Assets and Liabilities Committee (ALCO)
The ALCO is responsible for the management of a variety of risks arising from the Bank’s business including market and liquidity risk management, loan to deposit ratio analysis, cost of funds analysis, establishing guidelines for pricing on deposit and credit facilities, exchange rate risks analysis, balance sheet structuring, regulatory considerations and monitoring of the status of implemented assets and liability strategies. The members of the Committee include the Group Managing Director, Executive Directors, the Treasurer, the Head of Financial Control, Group Head, Risk Management Group and a representative of the Assets and Liability Management Unit.  A representative of the Asset and Liability Management Department serves as the secretary of this Committee. 

The Committee meets weekly and as frequently as the need arises.

(c) Management Global Credit Committee (MGCC)
The Management Global Credit Committee is responsible for ensuring that the Bank complies with the Credit Policy Guide as established by the Board. The Committee also makes contributions to the Board Credit Committee. The Committee can approve credit facilities to individual obligors not exceeding in aggregate a sum as pre-determined by the Board from time to time. The Committee is responsible for reviewing and approving extensions of credit, including one-obligor commitments that exceed an amount as may be determined by the Board. The committee reviews the entire credit portfolio of the Bank and conducts periodic assessment of the quality of risk assets in the Bank. It also ensures that adequate monitoring of performance is carried out. The secretary of the committee is the Head of the Credit Administration Department. The Committee meets weekly or fortnightly depending on the number of credit applications to be considered.The members of the Committee include the Group Managing Director, the Executive Directors and all divisional and group heads. 

(d) Risk Management Committee (RMC)
This Committee is responsible for regular analysis and consideration of risks other than credit risk in the Bank. It meets [at least once in a month or as the need arises] to review environmental and other risk issues and policies affecting the Bank and recommend steps to be taken. The Committee’s approach is entirely risk based. The Committee makes contributions to the Board Risk Management Committee as well as Board Audit Committee on a need basis, and also ensures that the Committee's decisions and policies are implemented.  The members of the Committee include the Group Managing Director, two Executive Directors including the Executive Director responsible for Enterprise Risk Management, the Chief Risk Officer and all divisional and group heads.

(e) Information Technology Steering Committee
The Information Technology Steering Committee is responsible for amongst others, development of Corporate information technology (IT) strategies and plans that ensure cost effective application and management of resources throughout the organization.

Membership of the Committee is as follows:

(1)      The Group Managing Director/Chief Executive Officer

(2)     Two (2) Executive Directors

(3)     Head of Treasury

(4)     Head of Trade Services

(5)     Marketing Groups Representatives

(6)     Chief Inspector

(7)     Chief Risk Officer

(8)     Chief Compliance Officer

(9)     Head of IT

(10)    Head of InfoTech - Software

(11)    Head of InfoTech - Engineering

(12)    Head of Card Services

(13)    Group Head of Operations

(14)    Group Head of IT Audit

(15)    Head of e-Business

(16)    Head of Investigation

The Committee meets monthly or as the need arises.

Zenith Bank maintains an effective communication with its shareholders, which enables them understand our business, financial condition and operating performance and trends. Apart from our annual report and accounts, proxy statements and formal shareholders’ meetings, we maintain a rich website (with suggestion boxes) that provide information on a wide range of issues for all stakeholders.

Also, a quarterly publication of the bank and group performance is made in line with the disclosure requirements of the Nigerian Stock Exchange.

The bank has an Investors Relations Unit which holds regular forum to brief all stakeholders on operations of the bank.

The bank also, from time to time, holds briefing sessions with market operators (stockbrokers, dealers, institutional investors, issuing houses, stock analysts, mainly through investors conference) to update them with the state of our business. These professionals, as advisers and purveyors of information, relate with and relay to the shareholders useful information about us. We also regularly brief the regulatory authorities, and file statutory returns which are usually accessible to the shareholders.

NB : The bank has diverse shareholding structure with no single ultimate individual beneficiary holding more than 9.5% of the bank’s total shares.