Page 117 - ACCESS BANK ANNUAL REPORTS_eBook

The Bank and its subsidiaries (‘the Group’) are governed 2017 and being eligible for re-election were duly re-elect-
under a framework that enables the Board to discharge its ed by shareholders. The shareholders also elected Messrs
oversight functions while providing strategic direction to Adeniyi Adekoya and Iboroma Akpana as Independent
the Bank in balance with its responsibility to ensure regula- Non-Executive Directors. The appointment of Dr. Gregory
tory compliance. The subsidiaries comply with the statuto- Jobome as an Executive Director was also ratified by share-
ry and regulatory requirements of their host countries and holders at the meeting.
also align their governance frameworks to that of the Bank.
In the course of the year, Mr. Obinna Nwosu resigned his po-
The Board is responsible for embedding high standards sition as the Group Deputy Managing Director with effect
of corporate governance across the Group. The Board from April 30, 2017, to pursue other personal endeavours.
recognises that effective corporate governance is a key Mr. Emmanuel Chiejina also retired from the Board effec-
imperative to achieving the sustainable growth of the en- tive June 23, 2017, following his successful completion of
terprise. Accordingly, the Group’s governance framework is the maximum 12 years term limit prescribed by the CBN’s
designed to ensure on-going compliance with the Central Code. Mrs. Ojinika Olaghere, Executive Director in charge of
Bank of Nigeria’s Code of Corporate Governance for Banks Operations and Information Technology also on October
and Discount Houses in Nigeria (‘the CBN Code’); the Se- 31, 2017 served the Board with notice of her resignation.
curities and Exchange Commission’s Code of Corporate
Governance for Public Companies (‘the SEC Code’); and the The Board commends the directors that exited the Board
Post Listing Rules of the Nigerian Stock Exchange. These, in for their outstanding contributions to the progress of the
addition to the Board charter and the Bank’s Memorandum Bank and wishes them success in their future endeavours.
and Articles of Association collectively provide the founda- Following the resignation of Mr. Obinna Nwosu, the Board
tion for sound corporate governance. Our core values of upon the recommendation of the Governance and Nom-
excellence, innovation, leadership, passion for customers, ination Committee appointed Mr. Roosevelt Ogbonna as
professionalism and empowered employees continue to Group Deputy Managing Director. Prior to his appointment,
define our corporate behaviour.
Mr. Ogbonna was the Executive Director in charge of Com-
mercial Banking Division. His appointment has been ap-
proved by the Central Bank of Nigeria. The Board, in a bid to
Developments on the Board reinvigorate the Executive suite, on October 25, 2017 ap-
pointed Mr. Adeolu Bajomo and Ms. Hadiza Ambursa as Ex-
There is no doubt that effective boards are made possible ecutive Director, Information Technology and Operations
by directors with appropriate skills, qualification and experi- and Commercial Banking, North respectively. The three
ence who are guided by integrity in their private and public appointments have been approved by the Central Bank of
behaviour. In recognition of this imperative, the Board has Nigeria. The appointments of Mr. Adeolu Bajomo and Ms.
established a formal process for the selection of new direc- Hadiza Ambursa will be presented to shareholders for ap-
tors to ensure the transparency of the nomination process. proval at this meeting.
The appointment process for directors is documented in
the Group’s Fit and Proper Person Policy and is led by the
Board Governance and Nomination Committee. The Com-
mittee identifies candidates for appointment as directors in Retirement and Re-election of Directors
consultation with the Chairman, the Group Managing Direc- In accordance with the Bank’s Articles of Association, one
tor and/or any other director, or through the use of search third of all Non-Executive Directors (rounded down) are
firms or other methods as the Committee deems neces- offered for re-election every year (depending on their ten-
sary. Once candidates have been identified, the Commit- ure on the Board) together with directors appointed by the
tee will confirm that they meet the criteria contained in the Board since the last Annual General Meeting. In keeping
policy and relevant statutes and regulations. The Commit- with this requirement, Dr. Ernest Ndukwe and Mrs. Antho-
tee may gather information about the candidates through nia Ogunmefun, will retire during this Annual General Meet-
interviews, questionnaires, enhanced due diligence checks ing and being eligible for re-election will submit themselves
or any other means that the Committee deems necessary. for re-election. The Board is convinced that the directors
The Committee meets to discuss and evaluate the quali- standing for approval and re-election will continue to add
ties and skills of each candidate, taking into account the value to the Bank. The Board believes that they are required
overall composition and needs of the Board. Based on the to maintain the balance of skill, knowledge and experience
outcome of the evaluation, the Committee recommends on the Board. The biographical details of the directors
candidates to the Board for appointment as directors sub- standing for election are set out on page 354-355 of this
ject to the approval of shareholders and the Central Bank Annual Report.
of Nigeria.
In accordance with the Bank’s Articles of Association, Mrs.
Mosun Belo-Olusoga and Mr. Paul Usoro retired at the
Bank’s 29th Annual General Meeting held on March 29,

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Annual Report & Accounts 2017