Page 126 - ACCESS BANK ANNUAL REPORTS_eBook

achievement of the corporate philosophy, business strat- Board and Committee meetings is approved in advance
egy, financial and other objectives of the Bank. He reports during the last quarter of the preceding year. Material deci-
to the GMD/CEO and is responsible for the supervision of sions may be taken between meetings through written res-
such aspects of the Bank as may be approved by the Board olutions in accordance with the Bank’s Articles of Associa-
of Directors and exercises such powers and carry out such tion. The Board holds an annual retreat at an offsite location
functions as may be delegated by the GMD/CEO. to consider strategic matters and review the opportunities
and challenges facing the institution.
All directors are provided with notices, agenda and meeting
The Role of the Company Secretary papers in advance of each meeting to enable them ade-
quately prepare for the meeting. Where a director is unable
Directors have separate and independent access to the
Company Secretary. The Company Secretary is responsi- to attend a meeting he/she is still provided with the relevant
ble for, among other things, ensuring that Board procedures papers for the meeting. Such a director reserves the right
are observed and that the Company’s Memorandum and to discuss with the Chairman any matter he/she may wish
Articles of Association, plus relevant rules and regulations, to raise at the meeting. Directors are also provided with
are complied with. He also assists the Chairman and the regular updates on developments in the regulatory and
Board in implementing and strengthening corporate gov- business environment.
ernance practices and processes, with a view to enhancing The Board met six times during the 2017 financial year. The
long-term shareholder value. The Company Secretary as- Board held its 9th Annual Board Retreat on March 3-4, 2017
sists the Chairman in ensuring good information flow within in Cape Town, South Africa to discuss strategic issues af-
the Board and its committees and between Management fecting the Bank. The Board operates a secure electronic
and Non-Executive Directors. portal, Diligent Boardbook, for the circulation of board
papers to members. This underscores the Board’s com-
The Company Secretary also facilitates the orientation of
new directors and coordinates their professional develop- mitment to environmental sustainability by reducing paper
ment. usage.
The Board channelled considerable time and efforts in dis-
As primary compliance officer for Group’s compliance
with the listing rules of the Nigerian Stock Exchange, the cussing the following issues in 2017
Company Secretary is responsible for designing and im- • Review of Board Committee charters/policies.
plementing a framework for the Bank’s compliance with • Reconstitution of Board Committees.
the listing rules, including advising Management on prompt • Consideration and approval of 2017 budget.
disclosure of material information. The Company Secretary
attends and prepares the minutes for all Board meetings. • Approval of appointments to subsidiary boards.
As secretary for all Board Committees, the Company Sec- • Development of the 2018-2022 Strategic Plan.
retary assists in ensuring coordination and liaison between • Approval of credit facilities.
the Board, the Board Committees and Management. The • Consideration of top management and board ap-
Company Secretary also assists in the development of the pointments.
agenda for the various Board and Board Committee meet- • Consideration of updates on the implementation of
ings. The appointment and the removal of the Company Board Retreat outcomes.
Secretary are subject to the approval of the Board.
• Approval of interim and full year audited financial
statement.
Delegation of Authority Board Meeting Attendance

The ultimate responsibility for the Bank’s operations rests The membership of the Board and attendance at meetings
with the Board. The Board retains effective control through in 2017 are set out below
a well-developed Committee structure that provides in-
depth focus on the Board’s responsibilities. Each Board
Committee has written terms of reference and presents
regular reports to the Board on its activities. The Board del-
egates authority to the GMD/CEO to manage the affairs of
the Group within the parameters established by the Board
from time to time.
Board Meetings

The Board meets quarterly, but emergency meetings are
convened as may be required. The Annual Calendar of

126 Access BAnk Plc
Annual Report & Accounts 2017