Page 352 - ACCESS BANK ANNUAL REPORTS_eBook

EXPLANATORY NOTES TO THE
PROPOSED RESOLUTIONS

The Notes below provide explanation to the proposed res- cles of Association has appointed Ms. Hadiza Ambursa and
olutions. Mr. Adeolu Bajomo as Executive Directors subject to regu-
latory and shareholders approvals. The appointments have
All the resolutions are being proposed as ordinary resolu- been approved by the Central Bank of Nigeria. As required
tions. This means that for each resolution to be passed a by the Articles of Association, the appointments will be ta-
simple majority of votes in its favour is required. Please note bled before the shareholders for approval.
that if you abstain from voting you will not be counted in the
calculation of the proportion of votes ‘for ‘or ‘against’ a res- The Board considers all the Directors standing for re-elec-
olution. tion or approval as highly experienced and capable of add-
ing value to the Board.

The biographical details of the four Directors are set out
Resolution 1: Annual Report and Accounts below. The Board recommends the election/approval of the
four Directors to enable it maintain the needed balance of
The Directors are required under Section 345 (1) of the
Companies and Allied Matters Act 1990 to lay before the skill, knowledge and experience.
company in General Meeting for each financial year copies
of the financial statements of the company made up to a ernest Ndukwe, OFr
date not exceeding nine months prior to the date of the Independent Non-Executive Director
meeting. This provides the shareholders the opportunity
to ask questions on the content of the Annual Report and Dr. Ndukwe is an Electrical/Electronics Engineer, with over
Financial Statements. three decades experience in the telecommunications in-
dustry. He was the Managing Director of General Telecoms
between 1989 and 2000 and Executive Vice Chairman of
Nigerian Communications Commission between 2000 and
Resolution 2: Declaration of Final Dividend
2010.
By Section 379 (1) of the Companies and Allied Matters Act
1990, the General Meeting has the power to approve or re- He is a graduate of University of Ife and an alumnus of Lagos
duce the final dividend recommended by the Directors but Business School. He is a fellow of the Nigerian Society of
cannot increase the amount. If the 40 Kobo final dividend Engineers, Nigerian Institute of Management and Nigerian
per ordinary share recommended by the Directors is ap- Academy of Engineering. Dr. Ndukwe sits on the boards of
proved, the final dividend net of withholding tax will be pay- SystemSpecs Limited, Open Media Group and Salt & Ein-
able on Wednesday, April 25, 2018 to those shareholders sten MTS Limited.
registered on the Company’s register of shareholders as at He joined the Board of Access Bank in December 2012 and
Thursday, April 12th, 2018. chairs the Board Audit Committee and Board Digital and In-
formation Technology Committee.
Dr. Ndukwe is 69 years old as at the date of this meeting.
Resolutions 3-6: Re-election and Approval of Directors
Your company’s Articles of Association require one third Anthonia O. Ogunmefun
of all Non-Executive Directors (rounded down) to stand Non-Executive Director
for re-election every year (depending on their tenure on
the Board) together with Directors appointed by the Board Mrs. Ogunmefun is the Managing Partner of Kemi Ogun-
since the last Annual General Meeting (‘AGM’). In keeping mefun Law Office, a Canadian based private legal practice
with the requirement, Dr. Ernest Ndukwe and Mrs. Antho- specialising in Immigration Law, Family Law, Real Estate
nia O. Ogunmefun will retire at this Annual General Meeting and Corporate Law. She served as the Chairperson of Gov-
and being eligible for re-election will submit themselves for ernance Committee of Kinark Child and Family Services, a
re-election. It is hereby confirmed that following a formal major Canadian Childcare Trust and is a Non-Executive Di-
evaluation, the Directors continue to demonstrate com- rector of LOC Nominees Limited.
mitment to their role as Non-Executive Directors.
The Board pursuant to the powers vested on it by the Arti-

352 Access BAnk Plc
Annual Report & Accounts 2017