/ Corporate Governance

The Board of Directors is responsible for the governance of the Bank and is accountable to shareholders for creating and delivering sustainable value through the management of the Bank’s business.

Having the right people with an appropriate balance of skills, knowledge and experience is an important aspect of corporate governance in order to continue to have an effective Board and an executive management team to steer the affairs of the Bank in an ever challenging environment. The Bank’s rigorous and robust appointment and effective succession planning framework is one way of ensuring that we continue to have the right people to drive the business in the desired direction.

The Board of Directors of the Bank is made up of seasoned professionals who have excelled in various sectors including banking, accounting, engineering, oil and gas as well as law. They possess the requisite integrity, skills and experience to bring to bear independent judgment on the deliberations of the Board and decisions of the Board (without prejudice to Directors’ right to earn Directors’ fees and hold interest in shares). The Directors have a good understanding of the Bank’s businesses and affairs to enable them properly evaluate information and responses provided by Management, and to provide objective challenge to Management. Directors challenge each other’s assumptions, beliefs or viewpoints as necessary for the good of the Bank and question intelligently, debate constructively and make decisions dispassionately.

The Board of Directors of the Bank currently consists of thirteen (13) Directors. They are as follows:

The Board has ultimate responsibility for determining the strategic objectives and policies of the Bank to deliver long-term value by providing overall strategic direction within a framework of rewards, incentives and controls.

The Board has delegated the responsibility for day-to-day operations of the Bank to Management and ensures that Management strikes an appropriate balance between promoting long-term growth and delivering short-term objectives. In fulfilling its primary responsibility, the Board is aware of the importance of achieving a balance between conformance to governance principles and economic performance.

The Board exercises its oversight responsibilities through six (6) Committees, namely Board Risk Management, Board Credit, Board Human Resources and Nominations, Board Remuneration, Board Information Technology Strategy, and the Board Audit. The Statutory Audit Committee of the Bank, which comprises equal numbers of representatives of the Board and Shareholders, also performs its statutory role as stipulated by the Companies and Allied Matters Act, LFN, Cap 20, Companies and Allied Matters Act (2004) (CAMA).

The Board plays a central role in conjunction with Management in ensuring that the Bank is financially strong, well governed and risks are identified and well mitigated. The synergy between the Board and Management further fosters interactive dialogue in setting broad policy guidelines in the management and direction of the Bank to enhance optimal performance and ensure that associated risks are properly managed.

The Board meets quarterly and additional meetings are convened as required. Material decisions may be taken between meetings by way of written resolutions, as provided for in the Articles of Association of the Bank. The Directors are provided with comprehensive group information at each of the quarterly Board meetings and are also briefed on business developments between Board meetings.

The current version of the Bank’s Corporate Governance structure is available on the Bank’s website under the Investors’ Relations page.

This Committee is tasked with the responsibility of setting and reviewing the Bank’s risk policies. The coverage of supervision includes the following: Credit Risk, Reputational Risk, Operations Risk, Technology Risk, Market and Rate Risks, Liquidity Risk and other pervasive risks as may be posed by the events in the industry at any point in time.

The Terms of Reference of the Board Risk Management Committee includes the following:

• Reviewing and recommending for the approval of the Board, the Bank’s Risk Management Policies including the risk profile and limits;
• Determining the adequacy and effectiveness of the Bank’s risk detection and measurement systems and controls;
• Evaluating the Bank Group’s internal control and assurance framework annually, in order to satisfy itself on the design and completeness of the framework relative to the activities and risk profile of the Bank and its subsidiaries;
• Oversight of Management’s process for the identification of significant risks across the Bank and the adequacy of risk mitigation, prevention, detection and reporting mechanisms;
• Reviewing and recommending to the Board for approval, the contingency plan for specific risks;
• Reviewing the Bank’s compliance level with applicable laws and regulatory requirements which may impact on the Bank’s risk profile;
• Conducting periodic review of changes in the economic and business environment, including emerging trends and other factors relevant to the Bank’s risk profile;
• Handling any other issue referred to the Committee from time to time by the Board.

The Committee meets quarterly and additional meetings are convened as required. The Chief Risk Officer of the Bank presents regular briefings to the Committee at its meetings.

Membership of the Committee is currently made up of six (6) members comprising: three (3) Non-Executive Directors and three (3) Executive Directors.

The Board Credit Committee is responsible for approval of credit facilities in the Bank. The Terms of Reference of this Committee includes but are not limited to the following:

• Considering and approving specific loans above the Management Credit Committee’s authority limit, as determined by the Board from time to time;
• Reviewing Management Credit Committee’s authority level as and when deemed necessary and recommending new levels to the Board for consideration;
• Conducting quarterly review of credits granted by the Bank to ensure compliance with the Bank’s internal control systems and credit approval procedures;
• Notifying all Director-related loans to the Board;
• Monitoring and notifying the top debtors to the attention of the Board;
• Reviewing the Bank’s internal control procedures in relation to credit risk assets and ensuring that they are sufficient to safeguard the quality of the Bank’s risk assets;
• Reviewing the Asset and Liability Management of the Bank;
• Reviewing and ensuring that the Bank complies with regulatory requirements regarding the grant of credit facilities; and
• Handling such other issues referred to the Committee from time to time by the Board.

All credits considered as “Large Exposures” as defined by the Board of Directors from time to time are considered and approved by the Board Credit Committee at a special meeting convened for that purpose. 

In view of the volume of transactions that require Board Credit Committee approvals, there are instances where the need arises for credits to be approved by members expeditiously between Board Credit Committee Meetings. Such urgent credits are circulated amongst the members for consideration and approval in line with a defined procedure that ensures that all members of the Committee are furnished with full information on such credits.

The Board Credit Committee meets at least once in each quarter. Additional meetings are however, convened as required.

Membership of the Committee is currently made up of five (5) members comprising: three (3) Non-Executive Directors and two (2) Executive Directors.

This Committee is responsible for the approval of Human Resources related matters, Identification and Nomination of candidates for appointment to the Board and Board Governance issues such as annual evaluation of the performance of the Managing Director and the Board, Induction and Continuous Education, approval of promotion of top management staff, Corporate Governance, Succession Planning, Conflict of Interest situations and compliance with legal and regulatory provisions.

The Committee is also responsible for the oversight of strategic people issues, including employee retention, equality and diversity as well as other significant employee relations matters.

The Committee is required to meet at least once a year. Additional meetings may be convened as the need arises.

Membership of the Committee is currently made up of five (5) members comprising: three (3) Non-Executive Directors and two (2) Executive Directors.

The Board Remuneration Committee has the responsibility of setting the principles and parameters of Remuneration Policy across the Bank, determining the policy of the Bank on the remuneration of the Managing Director and other Executive Directors and the specific remuneration packages and to approve the policy relating to all remuneration schemes and long term incentives for employees of the Bank.

The Committee is required to meet at least once a year. Additional meetings may be convened as the need arises.

Membership of the Committee is currently made up of two (2) members Non-Executive Directors.

The Board Information Technology Strategy Committee is responsible for the provision of strategic guidance to Management on Information Technology issues and monitoring the effectiveness and efficiency of Information Technology within the Bank and the adequacy of controls.

The Terms of Reference of the Board Information Technology Strategy Committee includes:

• Providing advice on the strategic direction of Information Technology issues in the Bank;
• Informing and advising the Board on important Information Technology issues in the Bank;
• Monitoring overall Information Technology performance and practices in the Bank.

Membership of the Committee is made up of three (3) members comprising: two (2) Executive Directors, one (1) Non-Executive Director. However, other Non-Executive Director are invited as attendees to the meetings of the Committee.

The Committee is required to hold its Meetings bi-annually.

The Board Audit Committee is responsible for oversight of audit functions, without prejudice to the Statutory Audit Committee established in compliance with CAMA, which is not considered a Board committee. The Terms of Reference of the Board Audit Committee includes but is not limited to the following:

• Keeping the effectiveness of the Bank’s system of accounting, reporting and internal control under review and ensuring compliance with legal and agreed ethical requirements;
• Reviewing the activities, findings, conclusions and recommendations of the external auditors relating to the Bank’s annual audited financial statements;
• Reviewing the Management Letter of the External Auditors and Management’s response thereto;
• Reviewing the appropriateness and completeness of the Bank’s statutory accounts and its other published financial statements; and
• Ensuring that the Bank’s Investment Valuation Policy is updated to take into account changes in International Financial Reporting Standards (IFRS) as issued and/or amended from time to time by the International Accounting Standards Board and/or in valuation techniques as recommended by the European Venture Capital Association and best practices.

Membership of the Committee is currently made up of three (3) Non-Executive Directors.

The Committee is required to hold its Meetings once every quarter.

This Committee is responsible for ensuring that the Bank complies with all the relevant policies and procedures both from the regulators and as laid-down by the Board of Directors. Its major functions include the approval of the annual audit plan of the internal auditors, review and approval of the audit scope and plan of the external auditors, review of the audit report on internal weaknesses observed by both the internal and external auditors during their respective examinations and to ascertain whether the accounting and reporting policies of the Bank are in accordance with legal requirements and agreed ethical practices.

The Committee also reviews the Bank’s annual and interim financial statements, particularly the effectiveness of the Bank’s disclosure controls and systems of internal control as well as areas of judgment involved in the compilation of the Bank’s results. The Committee is responsible for the review of the integrity of the Bank’s financial reporting and oversees the independence and objectivity of the external auditors. The Committee has access to External Auditors to seek explanations and additional information, while the Internal and External Auditors have unrestricted access to the Committee, which ensures that their independence is in no way impaired.

The Committee is made up of three (3) Non-Executive Directors and three (3) Shareholders’ representatives appointed at Annual General Meetings, while the Chief Inspector/Chief Internal Auditor of the Bank serves as the Secretary to the Committee. The membership of the Committee at the Board level is based on relevant experience of the Board members, while one of the shareholders’ representatives serve as the Chairman of the Committee.

The Committee is required to hold its Meetings once every quarter.

These are Committees comprising Senior Management staff of the Bank. The Committees are risk driven as they are basically set up to identify, analyze, synthesize and make recommendations on risks arising from day to day activities of the Bank. They also ensure that risk limits as contained in the Board and Regulatory policies are complied with at all times. They provide inputs for the respective Board Committees and also ensure that recommendations of the Board Committees are effectively and efficiently implemented.

The standing Management Committees in the Bank are:

• Management Risk Committee;
• Management Credit Committee;
• Criticized Assets Committee;
• Assets and Liability Management Committee;
• Information Technology (IT) Steering Committee;
• Information Technology (IT) Risk Management Committee

This Committee is responsible for regular analysis and consideration of risks in the Bank. The Committee meets from time to time and at least quarterly. However, additional meetings may be held if required. The Committee reviews and analyses environmental issues and policies impacting either directly or remotely on the Bank, brainstorms on such issues and recommends steps to be taken by the Bank. The Committee’s approach is risk based.

The Committee provides inputs for the Board Risk Management Committee and also ensures that the decisions and policies emanating from the Committee’s meetings are implemented.

The mandate of the Committee includes:

• Reviewing the effectiveness of GTBank’s overall risk management strategy at the enterprise level;
• Following-up on management action plans based on the status of implementation compiled by the Management Risk Committee;
• Identifying and evaluating new strategic risks including corporate matters involving regulatory, business development issues, e.t.c., and agree on suitable mitigants; and
• Reviewing the Enterprise Risk scorecard and determining the risks to be escalated to the Board on a quarterly basis.

This Committee is responsible for ensuring that the Bank complies fully with the Credit Policy Guide as laid down by the Board of Directors. The Committee also provides inputs for the Board Credit Committee. This Committee reviews and approves credit facilities to individual obligors not exceeding an aggregate sum to be determined by the Board from time to time. 

The Management Credit Committee is responsible for reviewing and approving all credits that are above the approval limit of the Managing Director as 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 credits is carried out. The Committee meets weekly depending on the number of credit applications to be considered.

The Secretary of the Committee is the Head of the Credit Administration Unit of the Bank.

This Committee is responsible for the assessment of the Risk Asset portfolio of the Bank. It highlights the status of the Bank’s assets in line with the Internal and External regulatory framework, and directs appropriate actions in respect of delinquent assets. The Committee ensures that adequate provisions are taken in line with the regulatory guidelines.

This Committee 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 risk analysis, Balance Sheet structuring, regulatory considerations and monitoring of the status of implemented assets and liability strategies. The members of the Committee include the Managing Director, Executive Directors, the Treasurer, the Head of the Financial Control Group, the Chief Risk Officer as well as a representative of the Assets and Liability Management Unit.

The Committee is responsible for assisting Management with the implementation of IT strategy approved by the Board. The roles and responsibilities of the Committee include:

1. Planning, Budgeting and Monitoring

• The review and approval of the Bank’s IT plan and budget (short and long term).
• The review of IT performance against plans and budgets, and recommend changes, as required.
• The review, prioritization and approval of IT investment initiatives.
• Establishment of a balance in overall IT investment portfolio in terms of risk, return and strategy.

2. Ensuring Operational Excellence

• Providing recommendations to Management on strategies for new technology and systems.
• The review and approval of changes to IT structure, key accountabilities, and practices.
• Ensuring project priorities and success measures are clearly defined, and effectively monitored.
• Conducting a review of exceptions and projects on selected basis.
• Performing service catalogue reviews for continued strategic relevance.
• The review and approval of current and future technology architecture for the Bank.
• Monitoring service levels, improvements and IT service delivery.
• Assessing and improving the Bank’s overall IT competitiveness.

3. IT Risk Assurance

• The review and approval of governance, risk and control framework.
• Monitoring compliance with defined standards and agreed performance metrics.
• Ensuring that vulnerability assessments of new technology are performed.
• Reviewing and ensuring the effectiveness of the IT Risk Management and Security plan.
• Ensuring the effectiveness of disaster recovery plans and review reports on periodic disaster recovery testing.
• Reviewing key IT risk and security issues relevant to the Bank’s IT processes / systems.
• Ensuring that the Bank complies with relevant laws and regulations.

The Information Technology Risk Management Committee is responsible for establishing standardised IT risk management practices and ensuring compliance, for institutionalising IT risk management in the Bank’s operations at all levels; and identifying and implementing cost effective solutions for IT risk mitigation. The Committee is also responsible for the continuous development of IT risk management expertise and ensuring that a proactive risk management approach is adopted throughout the Bank to drive competitive advantage.