Rules, Practices and Processes
Zenith Bank Plc has been generally adjudged a Corporate Governance compliant bank by the Nigerian Stock Exchange (NSE) hence
The Board is a body of elected members who jointly oversee the activities of the financial institution.
BOARD OF DIRECTORS
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 aware of their responsibilities and are also able to exercise good judgment on issues relating to the bank’s business.
The board is made up of a non-executive Chairman, four (4) non-executive Directors and the GMD/CEO.
The Managing Director/Chief Executive is responsible for the day to day running of the bank, assisted by the Executive Committee (EXCO). EXCO comprises the Executive Directors and the Group Managing Director/Chief Executive, who chairs it.
RESPONSIBILITIES OF THE BOARD
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
plansand budgets, including capital allocationsand 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.
- assessing its own effectiveness in fulfilling its responsibilities, including monitoring the effectiveness of individual directors.
The membership of the Board during the year is as follows:
- Professor Muhammadou M.O. Kah – (Chairman)
- Mr. Anthony Nwoko – (Managing Director/ CEO)
- Mr. Abdoulie Touray – (Director)
- Alhaji Baba Tela – (Director)
- Marvis K. Iboje – (Director)
- Mr. Babatunde Adejuwon – (Director)
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
The Committees of the Board meet quarterly but may hold extraordinary sessions as
BOARD CREDIT COMMITTEES
The Committee is currently made up of six (4) members comprising three (2)
The membership of the Credit Committee during the year is as follows:
- Mr. Felix Egbon – (Chairman)
- Mr. Nnamdi Anozie
- Mr. Gabriel Ukpeh
- Mr Mam Sait Jallow
Committee’s Terms of Reference
- To recommend criteria by which the Board of Directors can evaluate the credit facilities presented from various customers. To conduct a quarterly review of all collateral security for Board consideration and approval.
- To review the credit portfolio of the Bank. To recommend criteria by which the Board of Directors can evaluate the credit facilities presented from various customers.
- To consider all credit facilities above Management approval limit. 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,
- 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.
BOARD GOVERNANCE, NOMINATION & REMUNERATION COMMITTEE
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.
- Determine the quantum and structure of compensation and benefits for Non-Executive Directors, Executive Directors and senior management of the Group;
- Ensure the existence of an appropriate remuneration policy and philosophy for Executive Directors, Non-Executive Directors and staff of the Group;
- Review and recommend to the Board, salary revisions and service conditions for senior management staff, based on the recommendation of the Executives;
- Review and recommend for Board ratification, all terminal compensation arrangements for Directors and senior management;
- Oversight of broad-based employee compensation policies and programs;
- Recommendation of appropriate compensation for Non-Executive Directors for Board and Annual General Meeting consideration;
- Review and approve any recommended compensation actions for the Company’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;
- Recommend membership criteria for the Group Board, Board Committees, and subsidiary companies’ Boards
- Identify at the request of the Board of specific individuals for nomination to the Group and subsidiary companies Boards and making 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 the effectiveness of the process for the selection and removal of Directors and making recommendations where appropriate;
- Ensure that there is an approved training policy for Directors, and monitor 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;
- Assess the Company’s financial and non-financial goals versus actual performance, evaluate the CEO in light of this performance, and recommend for approval of the independent members of the Board, the CEO’s compensation level based on this evaluation;
- Review the Group’s organization structure and make recommendations to the Board for approval;
Zenith Bank Plc has implemented an enterprise-wide Anti-Money Laundering (AML) compliance programme, covering all of its subsidiaries and affiliates, and is designed to comply with applicable laws and regulations, within its areas of existence and operations, in the fight against money laundering, terrorism, proliferation, financial crime and corrupt practices.
The quantum of Dividend the Board recommends to the General Meeting should not exceed 85% of the distributable net profit attributable to the shareholders of the Company. However, the final amount of any proposed dividend is expected to take into account the liquidity and capital requirements of the Company’s and more particularly the following factors.
Securities Trading Policy
These guidelines set out the policy on the sale and purchase of securities in Zenith Bank Plc (“the Bank” or “the Company”) by any of its staff including Directors and Key Management Personnel.
This policy contains a description of the basic principles of the Bank’s remuneration policy and particularly with respect to executive and non-executive board members and a detailed presentation of the different elements comprising their remuneration.