UNITED BANK FOR AFRICA : 2023 UBA PLC REPORT ON COMPLIANCE WITH NCCG 2018

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

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.

FINANCIAL REPORTING COUNCIL OF NIGERIA (Federal Ministry of Industry, Trade & Investment)

CORPORATE GOVERNANCE 2018

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	United Bank for Africa Plc
ii.	Date of Incorporation	February 2, 1961
iii.	RC Number	RC 2457
iv.	License Number	MB000082
v.	Company Physical Address	57 Marina, Lagos
vi.	Company Website Address	www.ubagroup.com
vii.	Financial Year End	December 31, 2023
viii.	Is the Company a part of a Group/Holding Company? Yes/No If yes, please state the name of the Group/Holding Company	YES. UBA Plc is part of a Group. UBA Plc is a financial services institution and a Bank Holding Company.
ix.	Name and Address of Company Secretary	Bili A. Odum 57 Marina, Lagos
x.	Name and Address of External Auditor(s)	Ernst & Young 10th Floor, 57 Marina, Lagos
xi.	Name and Address of Registrar(s)	Africa Prudential Plc 220B, Ikorodu Road, Palmgrove, Lagos
xii.	Investor Relations Contact Person (E-mail and Phone No.)	Ibrahim [e-mail] [phone]
xiii.	Name of the Governance Evaluation Consultant	Deloitte & Touché
xiv.	Name of the Board Evaluation Consultant	Deloitte & Touché

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

1. Board Details:

S/No.	Names of Board Members	Designation (Chairman, MD, INED, NED, ED)	Gender	Date First Appointed/ Elected	Remark
1.	Mr. Tony Elumelu, CFR	Chairman	Male	August 2014
2.	Mrs. Owanari Duke	Independent Non-Executive Director	Female	August 2012
3.	Ms. Angela Aneke	Independent Non-Executive Director	Female	August 2018
4.	Erelu Angela Adebayo	Non-Executive Director	Female	August 2018
5.	Dr. Kayode Fasola	Non-Executive Director	Male	August 2018

1 Appointed Group Managing Director/CEO on August 1, 2022. He was formerly the Deputy Managing Director

6.	Mr. Abdulqadir J. Bello	Non-Executive Director	Male	August 2018
7.	Mrs. Aisha Hassan Baba, OON	Independent Non-Executive Director	Female	January 2020
8.	Mrs. Caroline Anyanwu	Non-Executive Director	Female	March 2021
9.	Mr. Oliver Alawuba1	Group Managing Director/CEO	Male	August 2016
10.	Mr. Muyiwa Akinyemi	Executive Director	Male	August 2022
11.	Ms. Emem Usoro2	Executive Director	Female	August 2022
12.	Ms. Sola Yomi-Ajayi	Executive Director	Female	August 2022
13.	Mr. Ugochukwu Nwaghodoh	Executive Director	Male	August 2022
14.	Mr. Alex Alozie	Executive Director	Male	August 2022
15.	Mrs. Abiola Bawuah	Executive Director	Female	January 2023

2Resigned from the Board on September 20, 2023

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.	Mr. Tony O. Elumelu, CFR	6	6	Nil	Nil	Nil	Nil
2.	Mrs. Owanari Duke	6	6	BCC	Member	6	5
BAGC	Member	15	15
3.	Ms. Angela Aneke	6	6	BAGC	Chairman	15	15
BRMC	Member	12	12
4.	Mr. Abdulqadir J. Bello	6	6	BCC	Chairman	6	6
BRMC	Member	12	12
5.	Dr. Kayode Fasola	6	6	BAGC	Member	15	15
BCC	Member	6	6
6.	Erelu Angela Adebayo	6	6	BAGC	Member	15	15
7.	Mrs. Caroline Anyanwu	6	6	BCC	Member	6	6
BRMC	Chairman	12	12
8.	Mrs. Aisha Hassan Baba, OON	6	6	BAGC	Member	15	15
9.	Mr. Oliver Alawuba	6	6	BRMC	Member	12	10
10.	Mr. Muyiwa Akinyemi	6	6	Nil	Nil	Nil	Nil
11.	Mr. Ugochukwu Nwaghodoh	6	6	BRMC	Member	12	11
12.	Mr. Alex Alozie	6	6	BRMC	Member	12	10
13.	Ms. Emem Usoro	6	4	Nil	Nil	Nil	Nil
14.	Mrs. Sola Yomi-Ajayi	6	6	BRMC	Member	12	12
15.	Mrs. Abiola Bawuah	6	6	Nil	Nil	Nil	Nil

Section D - Details of Senior Management of the Company

1. Senior Management:

S/No.	Names	Position Held	Gender
1.	Mr. Oliver Alawuba	GMD/CEO	Male
2.	Mr. Muyiwa Akinyemi	DMD	Male
3.	Mr. Ugochukwu Nwaghodoh	ED, Finance & Risk Management	Male
4.	Mr. Alex Alozie	ED, GCOO	Male
5.	Ms, Emem Usoro*	ED, North Bank	Female
6.	Mrs. Sola Yomi-Ajayi	ED, International Banking	Female
7.	Mrs. Abiola Bawuah	ED/CEO, UBA Africa	Female
8.	Mr. Ebele Ogbue	RCEO, UBA East and Southern Africa	Male
9.	Mr. Chris Ofikulu	RCEO, UBA West Africa	Male
10.	Mrs. Amie Sow	RCEO, UBA Central Africa	Female
11.	Mr. Bili Odum	Group Company Secretary	Male
12.	Mr. Adeyemi Adeleke	Group Treasurer	Male
13.	Mr. Mudasiru Sanusi	Chief Audit & Assurance Officer	Male
14.	Mr. Gboyega Sadiq	Group Internal Auditor	Male
15.	Mr. Olakunle Abiola	Group Financial Officer	Male
16.	Mrs. Aisha Na'Allah	Regional Head, North West 2	Female
17.	Mr. Franklyn Bennie	Head, Compliance	Male
18.	Mrs. Modupe Akindele	Group Head, Human Resources	Female
19.	Mr. Mike Ilobah	Head, Internal Control	Male
20.	Mr. Okechukwu Oko	Group Head, Legal Services	Male
21.	Mr. Osilama Idokogi	Group Head, Transaction Banking	Male
22.	Mrs. Michelle Nwoga	Group Chief Experience Officer	Female
23.	Mrs. Alero Ladipo	Group Head, Corporate Communications	Female
24.	Mr. Stephen Amangbo	Treasurer, UBA Nigeria	Male
25.	Mr. Kayode Ishola	Group Head, IT	Male
26.	Mr. Romaric Sia	Chief Information Security Officer	Male

* Resigned from the Board on September 20, 2023

Section E - ApplicationPrinciples

Reporting QuestionsPart A - Board of Directors and Officers of the BoardPrinciple 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 sustaining prosperity Company"

ofwhile the the

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?

balance of skills and

Principle Structure

2:Composition "The

Board and

effective

discharge of responsibilities ofthe the

Board and its committees is assured by an appropriate

diversity (including experience and gender) without compromising competence, independence and integrity "

i) What are the qualifications and Please find attached Appendix 1 - experiences of the directors?

ii) Does the company have a Board-approved diversity policy? Yes/No

If yes, to what extent have the diversity targets been achieved?

iii) Are there directors holding concurrent directorships? Yes/No

If yes, state names of the directors and the companies?

YES

2022

YesThe Board and Management are diverse in experience, skills and gender. Female diversity is 50% for the Board.

Yes

Explanation on application or deviation

• 1. Mr. Tony O. Elumelu, CFR: Heirs Holdings Ltd; Transnational Corporation of Nigeria Plc; Tenoil Petroleum & Services Ltd; Sea Drill Nigeria Deepwater Ltd; Sea Drill Mobile Units Nigeria Ltd; Sea Drill Nigeria Operations Ltd; Tony Elumelu Foundation; Heirs Insurance Limited; Heirs Life Assurance Limited

• 2. Mrs. Owanari Duke: Empretec

Explanation on application or deviation

Principle 3: Chairman "The Chairman is

responsible providing leadership Company

for overall of the and the

Board, and eliciting the constructive participation of all Directors to facilitate effective direction of

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.

i) Is the Chairman a member or chair of any of the Board Committees?

Yes/no

If yes, list them.

• ii) At which Committee meeting(s) was the Chairman in attendance during the period under review?

• iii) Is the Chairman an INED or a NED?

iv)Is the Chairman a former MD/CEO or ED of the Company? Yes/No

If yes, when did his/her tenure asNigeria Foundation LTD/GTE; Child Survival and Development Organization of Nigeria LTD/GTE; Obudu Conservation Education Foundation LTD/GTE; Eco Travel & Tours Limited; Monaghan Investments Limited; Allied Merchants & Brokers Limited; The Donald Duke Company Limited.

• 3. Ms. Angela Aneke: Angela Aneke & Co. Ltd; VAL's - The Dance Studio Ltd; TOS Safety & Engineering Ltd; Bank Directors' Association of Nigeria

• 4. Erelu Angela Adebayo: Aliko Dangote Foundation; Women at Risk International Foundation; Meyer Paints Plc.

• 5. Mr. Abdulqadir Bello: Sanrighton Consults Ltd; Grosse Pointe Capital and Advisory Ltd; Zaki Bottling Company Ltd; Fadama Investments Ltd.

• 6. Mr. Oliver Alawuba: UBA UK Ltd.

• 7. Mrs. Caroline Anyanwu: FCMB Pensions Ltd

• 8. Alex Alozie: UBA Pensions, UBA Mali

• 9. Ugo Nwaghodoh: UBA Pensions

• 10. Abiola Bawuah: UBA Burkina Faso, UBA Cote D'Ivoire, UBA Ghana and UBA Liberia

• 11. Ms. Sola Yomi-Ajayi: UBA UK Ltd.

NO

the Board"

Principle 4: Managing Director/ Chief Executive Officer

"The Managing Director/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"

Principle 5: Executive Directors

Executive Directors support the Managing Director/Chief

Executive Officer in theoperations management Company

v) When was he/she appointed as

Chairman?

vi)Are the roles and responsibilities of the Chairman clearly defined?

Yes/No

If yes, specify which document

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?

• ii) Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No

• iii) Which of the Board Committee meetings did the MD/CEO attend during the period under review?

• v) Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No

and the iii) Do the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur?

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?

of

Yes/No

iv) Are there EDs serving as NEDs in any other company? Yes/No

If yes, please list

Principle 6: Non-Executive Directors

Non-Executive Directors bring to bear their knowledge, expertise and independent judgment on issues of strategy and performance on the Board

Principle 7: Independent Non-Executive Directors

IndependentExecutiveNon-Directors ii)

v) Are their memberships in these companies in line with Board-approved policy? Yes/No

i)Are the roles and responsibilities of the NEDs clearly defined and documented? Yes/No

If yes, where are these documented?

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

• 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

• v) What is the process of ensuring completeness and adequacy of the information provided?

• vi) Do NEDs have unfettered access to the EDs, Company Secretary and the Internal Auditor? Yes/No

i)Do the INEDs meet the independence criteria prescribed under Section 7.2 of the Code?

Yes/No

Are there any exceptions?

Please note that the EDs are serving on the Boards of UBA Subsidiaries and/or companies where UBA Plc has investments, as common Directors, for effective supervision

YESThe Board Governance & Board Committees Governance CharterYES

YES.

During their Induction Sessions and at each Board Meeting/Board Committee Meeting/Strategy Session. Regular updates are also provided periodically to the NEDs.

Standard Board/Board Committee agendas and reporting templates have been put in place

YES.

This is also stipulated in the Board Governance & Board Committees Governance Charter.

YESNO

Explanation on application or deviation

• 4. Mr. Alex Alozie: UBA Mali

• 5. Abiola Bawuah: UBA Burkina Faso, UBA Cote D'Ivoire, UBA Ghana and UBA Liberia

• 6. Ms. Sola Yomi-Ajayi: UBA UK Ltd.

bring a high degree of objectivity to the Board for sustaining stakeholder trust and confidence"

• iv) Do the INEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No

• v) Do the INEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No

• vi) Does the Board ascertain and confirm the independence of the INEDs? Yes/No

  If yes, how often? What is the process?

  YES.

• vii) Is the INED a Shareholder of the Company? Yes/No

  If yes, what is the percentage shareholding?

• viii) Does the INED have another relationship with the Company apart from directorship and/or shareholding? Yes/No

  If yes, provide details.

• ix) What are the components of INEDs remuneration?

i) Is the Company Secretary in-house or outsourced?

• • Once a suitable candidate for appointment as a Director is identified, the Board Audit & Governance Committee will assess that candidate against relevant criteria including skills, qualifications, experience, time & commitment obligations, conflicts of interest and independence as specified in the Board Governance & Board Committee Governance Charter.

• • The candidate is interviewed by the

• • Such candidate(s) shall be presented to the Board after the Board Audit & Governance Committee's assessment, along with a recommendation report.

• • The Board also assesses the candidate based on the recommendation of the Board Audit & Governance Committee and appoints the INED.

Through the annual Board Evaluation and the Annual Declaration Forms completed by all Directors.

As stipulated by the Bank's Remuneration Policy for Directors, Sitting Allowances, Annual Fees and Travel Reimbursements.

In-house

Explanation on application or deviation

Board Audit Committee.