2009 Annual Report and Financial Statements - UBA Plc

Corporate governance report
INTRODUCTION
The Board of Directors has continued to ensure proper implementation of Corporate Governance principles in the operations of the Group.
The Directors have also continued to endorse and insist on compliance with the provisions of the Group’s Code of Corporate Governance,
which has incorporated most of the provisions of the Central Bank of Nigeria (CBN) Code on Corporate Governance for Banks in Nigeria – Post
Consolidation, and the revised Securities and Exchange Commission (SEC) Code of Corporate Governance.
THE BOARD
The Board is composed of 20 members, including the Chairman, who is a Non-Executive Director, the Managing Director, eight executive
Directors and 10 Non-Executive Directors.
The Board has fi ve Committees. These are the Risk Management Committee, Finance and General Purpose Committee, Credit Committee,
Audit Committee and the Nomination and Evaluation Committee. In addition to the Board Committees there are regular Management meetings.
Responsibility
The Board reviews corporate performance, authorises and monitors strategic decisions whilst ensuring regulatory compliance and safeguarding
the interests of shareholders. It is committed to ensuring that the Group is managed in a manner that will fulfi l stakeholders’ aspirations and
societal expectations. The Board has provided leadership for achieving the strategic objectives of the Group.
The Board met seven times during the 2008/2009 fi nancial year, and had one orientation session for new Directors.
Appointments and retirements
Sadly during the last fi nancial year Mallam Ibrahim Jega passed away. Alhaji Abdulqadir Jelli Bello who was a senior management staff member
in the Bank, was appointed an Executive Director. The appointment was subject to the usual rigorous and transparent process as laid down by
both the CBN and the Group’s code of Corporate Governance. This is driven by a desire to ensure that all the Directors of the Bank bring the
requisite skills, integrity and experience to bear on the Board’s proceedings.
Chairman and Chief Executive
In line with best practice and in accordance with the Provisions of both the CBN and the UBA Group Codes of Corporate Governance, the
responsibilities of the Chairman and the Chief Executive Offi cer have remained separate. While the Group’s Chairman, Chief Ferdinand Alabraba,
is responsible for the leadership of the Board and creating the conditions for overall Board and individual Directors’ eff ectiveness, the Chief
Executive Offi cer, Mr. Tony Elumelu (MFR), is responsible for the overall performance of the Group, including the responsibility of arranging
eff ective day-to-day management controls.
Independent professional advise
All Directors are aware that they may take independent professional advice at the expense of the company, in the furtherance of their duties.
They all have access to the advice and services of the Company Secretary, who is responsible to the Board for ensuring that all governance
matters are complied with and assists with professional development as required.
ACCOUNTABILITY AND AUDIT
Financial reporting
The Board has presented a balanced assessment of the company’s position and prospects. The Board is mindful of its responsibilities and is
satisfi ed that in the preparation of its Financial Report it has met with its obligations under the Group’s Code of Corporate Governance.
The Directors make themselves accountable to the shareholders through regular publication of the Group’s fi nancial performance and Annual
Reports. The Board has ensured that the Group’s reporting procedure is conveyed on the most up-to-date infrastructure to ensure accuracy.
This procedure involves the monitoring of performance throughout the fi nancial year in addition to monthly reporting of key performance
indicators.
Internal controls
The Group has consistently improved on its internal control system to ensure eff ective management of risks. The Directors review the eff ectiveness
of the system of internal control through regular reports and reviews at Board and Risk Management Committee meetings.
CONTROL ENVIRONMENT
The Board has continued to place emphasis on risk management as an essential tool for achieving the Group’s objectives. Towards this end, it
has ensured that the Group has in place robust risk management policies and mechanisms to ensure identifi cation of risk and eff ective control.
Annual Report 2009 39
Corporate governance report