STANBIC IBTC : 2023 FRC CORPORATE GOVERNANCE REPORT

FINANCIAL REPORTING COUNCIL OF NIGERIA

(Federal Ministry of Industry, Trade & Investment)

FRC/CG/001: TEMPLATE FOR REPORTING COMPLIANCE WITH THE NIGERIAN

CODE OF CORPORATE GOVERNANCE 2018

Section A: Introduction

Corporate Governance is a key driver of corporate accountability and business prosperity. The Nigerian Code of Corporate Governance, 2018 (NCCG 2018) seeks to institutionalize corporate governance best practices in Nigerian companies. It is also aimed at increasing entities' levels of transparency, trust and integrity, and create an environment for sustainable business operations.

The Code adopts a principle-based approach in specifying minimum standards of practice that companies should adopt. Where so required, companies are required to adopt the "Apply and Explain" approach in reporting on compliance with the Code. The 'Apply and Explain' approach assumes application of all principles and requires entities to explain how the principles are applied. This requires companies to demonstrate how the specific activities they have undertaken best achieve the outcomes intended by the corporate governance principles specified in the Code.

This will help to prevent a 'box ticking' exercise as companies deliberately consider how they have (or have not) achieved the intended outcomes. Although, the Code recommends practices to enable companies apply the principles, it recognises that these practices can be tailored to meet industry or company needs. The Code is thus scalable to suit the type, size and growth phase of each company while still achieving the outcomes envisaged by the principles.

This form seeks to assess the company's level of compliance with the principles in the NCCG 2018. Entities should explain how these principles have been applied, specify areas of deviation from the principles and give reasons for these deviations and any alternative practice(s) adopted.

Please read the instructions below carefully before completing this form:

• i. Every line item and indicator must be completed.

• ii. Respond to each question with "Yes" where you have applied the principle, and "No" where you are yet to apply the principle.

• iii. An explanation on how you are applying the principle, or otherwise should be included as part of your response.

• iv. Not Applicable (N/A) is not a valid response.

Section B - General Information

S/No.	Items	Details
i.	Company Name	Stanbic IBTC Holdings PLC
ii.	Date of Incorporation	14 March 2012
iii.	RC Number	RC 1018051
iv.	License Number	FPR/LAD/SIB/CON/01/028
v.	Company Physical Address	I.B.T.C. Place, Walter Carrington Crescent, Victoria Island, Lagos
vi.	Company Website Address	www.stanbicibtc.com
vii.	Financial Year End	31 December
viii.	Is the Company a part of the group? Yes/No If yes, please state the name of the Holding Company	Yes Stanbic IBTC Holdings PLC
ix.	Name and Address of Company Secretary	Chidi Okezie I.B.T.C. Place, Walter Carrington Crescent, Victoria Island, Lagos
x.	Name and Address of External Auditor(s)	PricewaterhouseCoopers 5B Water Corporation Road, Landmark Towers, Victoria Island, Lagos
xi.	Name and Address of Registrar(s)	First Registrars & Investor Services Limited Plot 2, Abebe Village Road, off Eric Moore Road, Iganmu, Lagos, Lagos
xii.	Investor Relations Contact Person (E-mail and Phone No.)	Remilekun [e-mail] 08074962812
xiii.	Name of the Governance Evaluation Consultant	Ernst & Young Professional Services
xiv.	Name of the Board Evaluation Consultant	Ernst & Young Professional Services

Section C - Details of Board of the Company and Attendance at Meetings 1. Board Details:

S/No.

Names of Board

MembersBasil Omiyi

3

Demola SogunleDesignation (Chairman, MD, INED, NED, ED)Chairman

Chief Executive

Kunle Adedeji

4

Ifeoma Esiri

Fabian Ajogwu

Executive Director

Non-Executive Director

Non-Executive Director

6

Ballama Manu

8

Nkemdilim Uwaje

Non-Executive Director

Non-Executive Director

Sola David-Borha

10

Salamatu Suleiman

Non-Executive Director

Independent Non-Executive Director

Babs Omotowa

11

Ndidi NwuneliNgozi EdozienBen KrugerYinka SanniIndependent Non-Executive Director

Male

Independent Non-Executive Director

Independent Non-Executive Director

Non-Executive DirectorNon-Executive DirectorGenderDate First Appointed/ ElectedMale

25 March 2015

Male

01 July 2020

Male

22 February 2019

Female

01 November 2012

Male

21 June 2017

Male

25 March 2015

Female

18 November 2019

Female

08 September 2020

18 November 2022

Female

24 March 2023

Female

25 March 2015

Male

20 May 2019

Male

15 June 2023

RemarkResigned on 24

March 2023

Resigned with effect from 30 June 2023

Resigned with effect from 31 October 2023

Attendance at Board and Committee Meetings:

S/No.	Names of Board Members	No. of Board Meetings Held in the Reporting Year	No. of Board Meetings Attended in the Reporting Year	Membership of Board Committees	Designation (Member or Chairman)	Number of Committee Meetings Held in the Reporting Year	Number of Committee Meetings Attended in the Reporting Year
1	Basil Omiyi	4	4	Not Applicable	Not applicable	Not applicable	Not applicable
2	Demola Sogunle	4	4	Board IT	Member	4	4
Board Risk	Member	4	4
Board Legal	Member	5	5
3	Kunle Adedeji	4	4	Board IT	Member	4	4
Board Risk	Member	4	4
4	Ifeoma Esiri	4	4	Bard Risk	Chairman	4	4
Board Legal	Chairman	5	5
Board Audit	Member	4	4
5	Fabian Ajogwu	4	4	Board Risk	Member	4	4
Board RemCo	Member	5	5
Board Legal	Member	5	5
Board NomCo	Member	2	2
6	Ballama Manu	4	4	Board IT	Member	4	4
Board Risk	Member	4	4
Board Audit	Member	4	4
7	Salamatu Suleiman	4	4	Board RemCo	Chairman	5	5
Board Legal	Member	5	5
8	Nkemdilim Uwaje	4	4	Board IT	Chairman	4	4
9	***Ben Kruger	4	2	Board RemCo	Member	4	2
Board NomCo	Member	2	2
Board IT	Chairman	4	2
10	Ngozi Edozien*	4	1	Board IT	Member	4	1
Board Risk	Member	4	1
Board Audit	Chairperson	4	1
Board NomCo	Member	2	1
11	Sola David-Borha	4	4	Board NomCo	Chairperson	2	2
Board RemCo	Member	5	5
12	Babs Omotowa	4	None	Board Audit Board RemCo	Chairman None Member	4 5	4 5
S/No.	Names of Board Members	No. of Board Meetings Held in the Reporting Year	No. of Board Meetings Attended in the Reporting Year	Membership of Board Committees	Designation (Member or Chairman)	Number of Committee Meetings Held in the Reporting Year	Number of Committee Meetings Attended in the Reporting Year
10	Ndidi Nwuneli* *	4	3	Board IT	Member	4	2
Board RemCo	Member	4	3
Board NomCo	Member	4	1

*Ngozi Edozien resigned on 24 March 2023 **Ndidi Nwuneli was appointed as an Independent Non-Executive Director with effect from 24 March 2023 ***Ben Kruger resigned on 30 June 2023

Section D - Details of Senior Management of the Company

1. Senior Management:

S/N	Full Name	Position	Gender	Grade
1	Ngozi Atiomo	Head, Vendor Management & Procurement	Female	Assistant General Manager
2	Anthony Mogekwu	Head, Legal, CIB, Nigeria	Male	Assistant General Manager
3	Oluwatosin Olufunmilayo Leye-Odeyemi	Head, RCS, Capital Management, Holdco	Female	Assistant General Manager
4	Abumere Emmanuel Igboa	Chief Information Security Officer	Male	Assistant General Manager
5	Adedapo Omoniyi	Head, Production Services	Male	Assistant General Manager
6	Henry Ikeakhe	Head, Tech & Ops Goven, RCA & Compliance	Male	Assistant General Manager
7	Abayomi Makinde	Manager, Tax	Male	Assistant General Manager
8	Okechukwu Nwoke	Head, Information Technology	Male	Assistant General Manager
9	Bridget Oyefeso-Odusami	Head, B&M Communications	Female	Assistant General Manager
10	June Majoroh	Head, Real Estate Services	Female	Assistant General Manager
11	Chidimma Anosike	Country Head, People & Culture	Female	Deputy General Manager
12	Oluwatosin Odutayo	Head, CIB FVM	Male	Deputy General Manager
13	Adekunle Raimi Adedeji	Chief Finance & Value Management Officer	Male	Executive Director
14	Chidike Okechukwu Okezie	Head, Legal & Governance, Nigeria	Male	General Manager
15	Ademola Sogunle	Chief Executive, Stanbic IBTC Holdings	Male	Managing Director

Section E - Application

Principles	Reporting Questions	Explanation on application or deviation
Part A - Board of Directors and Officers of the Board
Principle 1: Role of the Board "A successful Company is headed by an effective Board which is responsible for providing entrepreneurial and strategic leadership as well as promoting ethical culture and responsible corporate citizenship. As a link between stakeholders and the Company, the Board is to exercise oversight and control to ensure that management acts in the best interest of the shareholders and other stakeholders while sustaining the prosperity of the Company"	i) Does the Board have an approved Charter which sets out its responsibilities and terms of reference? Yes/No If yes, when was it last reviewed?	Yes, the Board has an approved Charter. October 2023
Principle 2: Board Structure and Composition "The effective discharge of the responsibilities of the Board and its committees is assured by an appropriate balance of skills and diversity (including experience and gender) without compromising competence, independence and integrity "	i) What are the qualifications and experiences of the directors?	The Directors are well qualified and experienced. They have the requisite experience to fulfill their roles.
ii) Does the company have a Board-approved diversity policy? Yes/No If yes, to what extent have the diversity targets been achieved?	Yes The Board has an appropriate balance of skills and experience including diversity of gender.
iii) Are there directors holding concurrent directorships? Yes/No If yes, state names of the directors and the companies?	Yes Demola Sogunle is the Chief Executive of Stanbic IBTC Holdings PLC and a Non-Executive Director on the Boards of Stanbic IBTC Bank Limited, Stanbic IBTC Pension Managers Limited, Stanbic IBTC Asset Management Limited, Stanbic IBTC Capital Limited, Stanbic IBTC Trustees Limited, Stanbic IBTC Insurance Limited, Stanbic IBTC Stockbrokers Limited, and Zest Payments Limited Ballama Manu is a Non-Executive Director of Stanbic IBTC Insurance Limited Kunle Adedeji is a Non-Executive Director of Stanbic IBTC Ventures Limited, Zest Payments Limited, Stanbic IBTC Stockbrokers Limited Ifeoma Esiri is a Non-Executive Director of Stanbic IBTC Asset Management Limited
iv) Is the MD/CEO or an Executive Director a chair of any Board Committee? Yes/No If yes, provide the names of the Committees.	No, the CE does not chair any Board Committee
Principle 3: Chairman "The Chairman is responsible for providing overall leadership of the Company and the Board, and eliciting the constructive participation of all Directors to facilitate	i)Is the Chairman a member or chair of any of the Board Committees? Yes/no If yes, list them.	No, the Chairman is neither a member nor a chair of any Board Committee
ii)At which Committee meeting(s) was the Chairman in attendance during the period under review ?	None
Principles	Reporting Questions	Explanation on application or deviation
effective Board" directionofthe	iii) Is the Chairman an INED or a NED?	NED
iv) Is the Chairman a former MD/CEO or ED of the Company? Yes/No If yes, when did his/her tenure as MD end?	No, the Chairman was not a former CE/ED of the Company
v) When was he/she appointed as Chairman?	15 May 2017
vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No If yes, specify which document	Yes, in the Board Charter
Principle Director/ Officer 4: Chief Managing Executive "The ManagingDirector/Chief Executive Officer is the head of management delegated by the Board to run the affairs of the Company to achieve its strategic objectives for sustainable corporate performance"	i)Does the MD/CEO have a contract of employment which sets out his authority and relationship with the Board? Yes/No If no, in which documents is it specified?	Yes, in his Letter of Appointment
ii)Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes the MD/CE declares his conflict of interest on appointment and as they occur.
iii)Which of the Board Committee meetings did the MD/CEO attend during the period under review?	The CE attended the Board Risk Management Committee, Board IT Committee, Board Legal Committee meetings as a member. He was also at the Board Audit Committee, Board Remuneration Committee and Board Nomination and Governance Committee in attendance
iv)Is the MD/CEO serving as NED in any other company? Yes/no. If yes, please state the company(ies)?	Yes Stanbic IBTC Bank Limited, Stanbic IBTC Pension Managers Limited; Stanbic IBTC Asset Management Limited, Stanbic IBTC Capital Limited, Stanbic IBTC Trustees Limited, Stanbic IBTC Insurance Limited, Stanbic IBTC Stockbrokers Limited, and Zest Payments Limited
v)Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No	Yes
Principle Directors 5:Executive Executive Directors support the Managing Director/Chief Executive Officer in the operations and management of the Company	i)Do the EDs have contracts of employment? Yes/no	Yes
ii)If yes, do the contracts of employment set out the roles and responsibilities of the EDs? Yes/No If no, in which document are the roles and responsibilities specified?	Yes
iii)Do the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes the ED declares conflict of interest on appointment and as they occur
iv)Are there EDs serving as NEDs in any other company? Yes/No If yes, please list	Yes Kunle Adedeji serves as a Non-Executive Director on the Boards of Stanbic IBTC Ventures Limited, Stanbic IBTC Stockbrokers Limited and Zest Payments Limited
v)Are their memberships in these companies in line with Board-approved policy? Yes/No	Yes
Principle Directors 6:Non-Executive	i)Are the roles and responsibilities of the NEDs clearly defined and documented? Yes/No If yes, where are these documented?	Yes, in the Board Charter and their respective letters of appointment.
Principles	Reporting Questions	Explanation on application or deviation
Non-Executive Directors bring to bear their knowledge, expertise and independent judgment on issues of strategy and performance on the Board	ii)Do the NEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No	Yes
iii)Do the NEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes, the NEDs declare conflict of interests on appointment and as they occur
iv)Are NEDs provided with information relating to the management of the company and on all Board matters? Yes/No If yes, when is the information provided to the NEDs	Yes, during induction and every quarter during the Board meetings
v)What is theprocess ofcompleteness and information provided? adequacyensuring of the	Senior and Executive Management review and scrutinize the papers before they are provided to the NEDs
vi)Do NEDs have unfettered access to the EDs, Company Secretary and the Internal Auditor? Yes/No	Yes
Principle 7: Independent Non-Executive Directors Independent Non-Executive Directors bring a high degree of objectivity to the Board for sustaining stakeholder trust and confidence"	i)Do the INEDs meet the independence criteria prescribed under Section 7.2 of the Code? Yes/No	Yes
ii)Are there any exceptions?	No
iii)What is the process of selecting INEDs?	A Board approved policy for the appointment of Directors is followed. In addition, various regulatory guidelines stipulate the requirements for the appointment of INEDs, which is strictly followed by the Board.
iv)Do the INEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No	Yes
v)Do the INEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes
vi)Does the Board ascertain and confirm the independence of the INEDs? Yes/No If yes, how often? What is the process?	Yes, this is done annually through Questionnaires administered by external consultants during the Board Evaluation
vii)Is the INED a Shareholder of the Company? Yes/No If yes, what is the percentage shareholding?	No
viii) Does the INED have another relationship with the Company apart from directorship and/or shareholding? Yes/No If yes, provide details.	No
ix)What are the remuneration? componentsofINEDs	Sitting Allowance and Directors Fees only.
Principle Secretary 8:Company "The Company Secretary support the effectiveness of the Board by assisting the Board and management to develop good corporate	i) Is the Company Secretary in-house or outsourced?	In-House
ii) What is the qualification and experience of the Company Secretary?	The Company Secretary is adequately qualified and experienced
iii) Where the Company Secretary is an employee of the Company, is the person a member of senior management?	Yes
Principles	Reporting Questions	Explanation on application or deviation
governance practices and culture within the Company"	iv) Who does the Company Secretary report to?	The Company Secretary reports functionally to the Board through the Chairman and reports administratively to the Chief Executive
v) What is the appointment and removal process of the Company Secretary?	The appointment and removal of the Company Secretary is done by the Board (subject to regulatory approval).
vi) Who undertakes and approves the performance appraisal of the Company Secretary?	The Board undertakes the performance evaluation of the Company Secretary
Principle 9: Access Independent Advice to "Directors are sometimes required to make decisions of a technical and complex nature that may require independent expertise" external	i) Does the company have a Board-approved policy that allows directors access to independent professional advice in the discharge of their duties? Yes/No If yes, where is it documented?	Yes, the Board has a policy Independent Professional AdviceforObtaining
ii) Who bears the cost for the independent professional advice?	The Company bears the cost for the independent professional advice
iii) During the period under review, did theDirectors obtain any professional advice? Yes/No If yes, provide details. independent	No
Principle 10: Meetings of the Board "Meetings are the principal vehicle for conducting the business of the Board and successfully fulfilling the strategic objectives of the Company"	i) What is the process for reviewing and approving minutes of Board meetings?	Minutes of a prior meeting are reviewed and approved at the subsequent Board meeting
ii) What are the timelines for sending the minutes to Directors?	At least 7 days before the next Board meeting
iii) What are the implications for Directors who do not meet the Company policy on meeting attendance?	Directors are encouraged to attend all Board meetings. Directors are also made to understand that attendance at Board meetings is a key consideration for re-election to the Board.
Principle Committees 11:Board "To ensure efficiency and effectiveness, the Board delegates some of its functions, duties and responsibilities to well-structured committees, without abdicating its responsibilities"	i) Do the Board Committees have Board-approved Charters which set out their responsibilities and terms of reference? Yes/No	Yes
ii) What is the process for reviewing and approving minutes of Board Committee of meetings?	Minutes of prior meetings circulated, reviewed and approved at the subsequent Committee meeting
iii) What are the timelines for sending the minutes to the directors?	At least seven (7) days before the next Committee meeting
iv) Who acts as Secretary to board committees?	The Company Secretary
v) What Board Committees are responsible for the following matters? a) Nomination and Governance b) Remuneration c) Audit d) Risk Management	Board Nomination & Governance Board Remuneration Committee Board Audit Committee Board Risk Management Committee
vi) What is the process of appointing the chair of each committee ?	The Chair of each Committee is appointed by the Board
Committee responsible for Nomination and Governance
vii) What is the proportion of INEDs to NEDs on the Committee responsible for Nomination and Governance?	33% of the Directors on the Nomination and Governance Committee are INEDs. (1:3)
viii) Is the chairman of the Committee a NED or INED ?	NED

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