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Record of Attendance at Statutory Audit Committee Meeting in 2017

                Name                  Status                         Role          Jan 25th    Jul 25th
                Henry Omatsola Aragho  Shareholder  representative   Chairman      ✓           ✓
                Idaere Gogo- Ogan     Shareholder  representative    Member        ✓           ✓
                Emmanuel Olutoyin  Eleo-  Shareholder  representative  Member      ✓           ✓
                ramo
                Ernest Ndukwe         Independent Non-Executive Director  Member   ✓           ✓
                Ajoritsedere Awosika  Independent Non-Executive Director  Member   ✓           ✓
                 Abba Mamman Tor Habib  Non-Executive Director       Member        ✓           ✓

               Tenure of the Statutory Audit Committee        ries, they have reasonable expectation that the Group has
                                                              adequate resources to continue in operational existence for
               The tenure of each Committee member lasts from the date   the foreseeable future. Accordingly, they continue to adopt
               of election at an Annual General Meeting till the next. The   the  going  concern  basis  in  preparing  the  financial  state-
               membership may, however, be renewed through re-election   ments.
               at the next Annual General Meeting.


                                                              External Auditors
               Role and Focus of the Statutory Audit Committee
                                                              Messrs PricewaterhouseCoopers (PwC) acted as our exter-
               The duties of the Statutory Audit Committee are as en-  nal auditors for the 2017 financial year. The Board confirms
               shrined in Section 359 (3) and (4) of CAMA. The statutory   that the Bank has complied with the regulatory requirement
               provisions are supplemented by the provision for the Codes   as enshrined in the CBN and SEC Codes of Corporate Gov-
               of Corporate Governance issued by the CBN and SEC and   ernance  on  the  rotation  of  audit  firm  and  audit  partners.
               are highlighted as follows:                    PwC was appointed the Bank’s sole external auditors from
                                                              the 2013 Financial year and has held office for five years.
               •   Ascertain whether the accounting and reporting poli-
                   cies of the Company are in accordance with legal re-
                   quirements and agreed ethical practices.
                                                              Succession Planning
               •   Review the scope and planning of audit requirements.
                                                              The Board has a robust policy which is aligned to the Bank’s
               •   Review the findings on management matters in con-  performance  management  process.  The  policy  identifies
                   junction with the external auditor and management’s   key positions, including Country Managing Director po-
                   responses thereon.                         sitions for all the Group’s operating entities, in respect of
                                                              which there is a proper succession planning. The policy pro-
               •   Keep under review the effectiveness of the Company’s
                   system of accounting and internal control.  vides that potential candidates for positions shall be identi-
                                                              fied at the beginning of each financial year.
               •   Make recommendations to the Board with regard to
                   the appointment, removal and remuneration of the
                   external auditors of the Company, ensuring the inde-  Code of Ethics
                   pendence and objectivity of the external auditors and
                   that there is no conflict of interest which could impair   The Bank’s Code of Conduct specifies expected behaviours
                   their independent judgement.               of its employees and directors. The code is designed to
                                                              empower  employees  and  directors  and  enable  effective
               •   Authorise the internal auditor to carry out investiga-  decision-making at all levels of the business according to
                   tions into any activity of the Company which may be of   defined ethical principles. New employees are required to
                   interest or concern to the Committee.      read and sign an attestation that they have understood
                                                              the content. In addition, there is an annual re-affirmation
               •   Assist in the oversight of the integrity of the company’s
                   financial statements and establish and develop the in-  exercise by all employees. There is a Compliance Manual
                   ternal audit function.                     that provides guidelines for addressing violations/breaches
                                                              and ensuring enforcement of discipline amongst staff. The
               •                                              Bank also has a Disciplinary Guide which provides sample
                                                              offences/violations and prescribes disciplinary measures to
               Going Concern                                  be adopted in various cases. The Head of Group Human Re-
                                                              sources is responsible for the design and implementation of
               The Directors confirm that after making appropriate enqui-
                                                              the Code of Conduct, while the Chief Conduct and Compli-

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              Annual Report & Accounts  2017
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