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ance Officer is responsible for monitoring compliance.  anteed pay will include base pay and other guaranteed por-
                                                              tions while variable pay may be both performance-based
               The Chief Conduct and Compliance Officer issues at the   and discretionary.
               beginning of the year an Ethics and Compliance message
               to all employees. The message reiterates the Bank’s poli-  The Bank has put in place a performance bonus scheme
               cy of total compliance with all applicable laws, regulations,   which seeks to attract and retain high-performing employ-
               corporate ethical standards and policies in the conduct of   ees. Awards to individuals are based on the job level, busi-
               the Bank’s business. It enjoins staff to promote the fran-  ness unit performance and individual performance. Other
               chise and advance its growth in a sustainable manner while   determinants of the size of individual award includes pay
               ensuring compliance with relevant policies, laws and regu-  levels for each skill set, which may be influenced by the rela-
               lations.                                       tive dearth of skills in a particular area.

                                                              The Bank complies with the Pension Reform Act on the
                                                              provision of retirement benefits to employees at all levels.
               Dealing in Company Securities                  The Bank also operates an Employee Performance Share
                                                              Plan for the award of units of the Bank’s shares to its em-
               In accordance with the provisions of the Rule 17.2 of the
               Amendment to the Listing Rules of the Nigerian Stock Ex-  ployees, subject to terms and conditions determined by the
               change, the Bank implements a Securities Trading Policy   Board of Directors.
               that prohibits Directors, members of the Audit Committee,   The Bank’s long-term incentive programme rewards senior
               employees and all other insiders from abusing, or placing   management staff for their loyal and productive service to
               themselves under the suspicion of abusing price-sensitive   the Bank. This is to ensure that they share in the Bank’s suc-
               information in relation to the Bank’s securities. In line with   cess and focus on its long-term sustainability. The justifi-
               the policy, affected persons are prohibited from trading on   cation for a long-term incentive plan for top management
               the company’s security during a closed period which is usu-  employees is very compelling. The stability, loyalty and
               ally announced by the Company Secretary. The Bank has   commitment of senior management employees need to
               put in place a mechanism for monitoring compliance with   be cemented  by a long-term incentive programme.
               the policy.


                                                              Whistleblowing Procedure
               Remuneration Policy
                                                              The Bank expects all its employees and Directors to ob-
               The Group has established a remuneration policy that   serve the highest level of probity in their dealings with the
               seeks to attract and retain the best talent in countries that   Bank and its stakeholders. Our Whistleblowing Policy cov-
               it operates. To achieve this, the Group seeks to position   ers internal and external whistleblowers and extends to the
               itself among the best performing and best employee re-  conduct of the stakeholders including employees, vendors,
               warding companies in its industry in every host country. This   and customers. It provides the framework for reporting
               principle will act as a general guide for the determination of   suspected breaches of the Bank’s internal policies and laws
               compensation in each country. The objective of the policy   and regulations. The Bank has retained KPMG Professional
               is to ensure that salary structures, including short and long-  Services to provide consulting assistance in the implemen-
               term incentives, motivate sustained high performance and   tation  of  the  policy.  The  policy  provides  that  suspected
               are linked to corporate performance. It is also designed to   wrong doing by an employee, vendor, supplier or consultant
               ensure that stakeholders are able to make reasonable as-  may be reported through the Bank’s or KPMG’s Ethics lines
               sessment of the Bank’s reward practices. The Group com-  or e-mails, details of which are provided below.
               plies with all local tax policies in the countries of operation.

               Operating within  the above principles, compensation  for
               country staff is based on the conditions in the local eco-  Telephone
               nomic environment as well as the requirements of local
               labour laws. The Group Office usually commissions inde-  Internal: +234-1-2712065
               pendent annual compensation surveys in the subsidiaries   External:  The whistleblower is not billed for calls made
               to obtain independent statistics regarding the local pay   within the same network.
               markets to arrive at specific compensation structures for
               each country. Compensation will be determined annually at
               the end of the financial year. All structural changes to com-       The KPMG Toll Free Lines include:
               pensation must be approved by the Group Office.
                                                                     MTN:   0703-000-0026 &
               Total compensation provided to employees will typically      0703-000-0027
               include guaranteed and variable portions. The specific pro-     AIRTEL:  0708-060-1222&
               portion of each will be defined at the country level. Guar-        0808-822-8888


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