Nigerian banks comply with CBN’s code of corporate governance

A BusinessDay Research and Intelligence Unit (BRIU) report that captured the code of banks corporate governance from 14 Nigerian banks showed that all the banks reviewed met the minimum standard of the Central Bank of Nigeria (CBN’s) code of corporate governance.
The report tittled ‘Nigerian Banks’ Corporate Governance’ looked critically into the code of conduct in banks as regards the size of their boards, whether the bank operates a unitary or two-tier Board system, proportion of women on the board, percentage of non-executive directors on the board, level of attendance of board meeting by members, percentage of independent directors at board meetings, Size of Risk and Audit Committees and Level of attendance at Risk and Audit Committees meetings.

The banks reviewed include: Stanbic IBTC, United Bank of Africa (UBA), Union Bank, Unity Bank, Wema Bank, Eco Bank, First Bank of Nigeria (FBN), First City Monument bank (FCMB), Sterling Bank, Diamond Bank, GT Bank, Zenith Bank, Access Bank and Fidelity Bank.
Relying on data from the banks’ financial reports and other sources, the report revealed that, all the banks met the minimum standard of the Central Bank of Nigeria (CBN’s) code of corporate governance (CCG), by having at least 5 members on their respective boards.
Also, none of the banks exceeded the maximum number of board members (20) as stipulated by the CBN.
The BRIU report also showed, Stanbic IBTC Holdings board comprised 10 members, United Bank for Africa Plc (UBA) had 19 board members, while Union Bank of Nigeria had 17 board members.

Similarly, Unity Bank and Sterling Bank had 15 board members each Wema Bank had 12 board members, Ecobank had 13 board members. FBN Holdings and FCMB Group Plc each had 10 board members Whereas Diamond Bank Plc and Zenith bank plc had 11 board members each.
Guaranty Trust Bank Plc and Access Bank Plc each had 13 board members, while Fidelity Bank Plc had 14 board members.
The report further revealed that all the banks reviewed operated a unitary board system as they have only one board of directors.
The supervisory board is not distinct from the management board rather, their functions were fused into one board.
On the proportion of women in boards, the report showed that the Board of Access Bank Plc with 38.46 per cent of women, had the highest composition of female.
Wema Bank board had 33.33 per cent women, GT Bank board had 23.07 per cent women, Stanbic IBTC Bank and First Bank boards both had 30 percent women.
Sterling Bank and Unity Bank had 26.67 per cent women on their board, while Union Bank had 23.53 per cent of women on its board.
The board of Diamond Bank comprised 27.27 per cent women, while that of UBA comprised 15.79 per cent women.
Women constituted 15.38 per cent of Ecobank’s board as Zenith Bank had 9.09 per cent women on its board. Fidelity Bank’s board was composed of 21.43 per cent women.

However, of all the banks evaluated, only FCMB had no women on its board.
On the board’s composition, the report also showed that Ecobank’s non-executive directors comprised 92.31 per cent of its total board size and seven of these non-executive directors were independent directors.

Stanbic IBTC Bank, FBN and FCMB had 90 per cent non-executive directors on their boards with two of the directors each for Stanbic IBTC Bank and FBN, and seven for FCMB as independent directors.
Zenith Bank had 54.55 per cent non-executive directors comprising seven independent directors, Fidelity Bank had 57.14 per cent non-executive directors that included two independent directors while Unity Bank had 66.67 per cent with two independent directors.
Similarly, Union Bank had 64.71 per cent non-executive directors, while Diamond Bank and Sterling Bank had 62.50 per cent and 60 per cent non-executive directors on their boards.

Wema Bank’s Board comprised 58.33 per cent non-executive directors with two independent directors, GT Bank, 53.85 per cent with 4 independent directors, Access Bank, 53.85 per cent with 2 independent directors, and UBA, 52.63 per cent with 3 independent directors.
All the directors of Stanbic IBTC, UBA, Wema Bank, FBN, Diamond Bank, GT Bank, Zenith Bank and Access Bank met the 67 per cent attendance requirement.
One director at Unity Bank and Sterling Bank, respectively, violated this requirement, while two directors in each of Union Bank, FCMB and Fidelity Bank did not comply with the requirement.

Three of the directors of Ecobank recorded less than the required 67 per cent board meeting attendance the report shows.
The report also showed that all the banks reviewed had board risk and audit committee either as a separate committee or as one committee, with a minimum of four members including the non-executive chairman.