ZENITH BANK : ZENITH BANK PLC COMPLIANCE WITH NCCG CODE AND REPORTING

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:

1. Every line item and indicator must be completed.
2. Respond to each question with "Yes" where you have applied the principle, and "No" where you are yet to apply the principle.
3. An explanation on how you are applying the principle, or otherwise should be included as part of your response.
4. Not Applicable (N/A) is not a valid response.

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Section B - General Information

S/No. Items

Details

i.	Company Name	ZENITH BANK PLC
ii.	Date of Incorporation	MAY 30, 1990
iii.	RC Number	150224
iv.	License Number	MB000032 AND CBBI/000006
v.	Company Physical Address	PLOT 84/87 AJOSE ADEOGUN STREET,
		VICTORIA ISLAND, LAGOS
vi.	Company Website Address	WWW.ZENITHBANK.COM
vii.	Financial Year End	DECEMBER 31, 2022
viii.	Is the Company a part of a Group/Holding Company?
	Yes/No	NO
	If yes, please state the name of the Group/Holding
	Company
ix.	Name and Address of Company Secretary	OTU, MICHAEL OSILAMA,
		PLOT 87, AJOSE ADEOGUN STREET, VICTORIA
		ISLAND, LAGOS
x.	Name and Address of External Auditor(s)	MESSRS PRICEWATERHOUSECOOPERS (PWC)
		LANDMARK	TOWERS, 5B	WATER
		CORPORATION	ROAD, VICTORIA	ISLAND,
		LAGOS.
xi.	Name and Address of Registrar(s)	VERITAS REGISTRARS LIMITED,
		PLOT 87, AJOSE ADEOGUN STREET, VICTORIA
		ISLAND, LAGOS
xii.	Investor Relations Contact Person	FOLASHADE KELEKO
	(E-mail and Phone No.)	[e-mail]
		07040001913
xiii.	Name of the Governance Evaluation Consultant	MESSRS PRICEWATERHOUSECOOPERS
xiv.	Name of the Board Evaluation Consultant	MESSRS KPMG PROFESSIONAL SERVICES

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Section C - Details of Board of the Company and Attendance at Meetings
1.	Board Details:
S/No.		Names of Board Members	Designation		Gender	Date	First	Remark
					(Chairman,	MD, INED,		Appointed/
					NED, ED)			Elected
1.		Mr. Jim Ovia		Chairman		Male	April 2, 2014
2.		Jeffrey Efeyini		Non-Executive Director	Male	June 23, 2010		Retired from the Board
										effective June 30, 2022
3.		Professor Chukwuka S.	Non-Executive Director	Male	June 23, 2010		Retired from the Board
		Enwemeka							effective June 30, 2022
4.		Mr. Gabriel Ukpeh	Independent	Non-	Male	February 24, 2016
					Executive Director
5.		Engr. Mustafa Bello	Non-Executive Director	Male	December 29, 2017
6.		Dr. Al-Mujtaba Abubakar	Independent	Non-	Male	August 1, 2019
					Executive Director
7.		Dr. Omobola Ibidapo-Obe	Independent	Non-	Female	June 30, 2021
		Ogunfowora		Executive Director
8.		Dr.	Peter	Olatunde	Independent	Non-	Male	April 12, 2022
		Bamkole		Executive Director
9.		Mr. Chuks Emma Okoh	Non-Executive Director	Male	April 12, 2022
10.		Adaora Umeoji		Deputy	Managing	Female	October 9, 2012	Retired from the Board
					Director					effective	February 24,
										2023.
11.		Ebenezer Onyeagwu	Group	Managing	Male	April 24, 2013
					Director/Chief Executive
12.		Ahmed Umar Shuaib	Executive Director	Male	October 19, 2016	Retired from the Board
										effective	December
										28, 2022
13.		Dr. Temitope Fasoranti	Executive Director	Male	December 29, 2017
14.		Mr. Dennis Olisa		Executive Director	Male	December 29, 2017	Retired from the Board
										effective	December
										28, 2022
15.		Mr. Henry Oroh		Executive Director	Male	August 1, 2019
16.		Mrs. Adobi Stella Nwapa	Executive Director	Female	April 12, 2022
17.		Mr.	Anthony	Akindele	Executive Director	Male	April 12, 2022
		Ogunranti

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

2. Attendance at Board and Committee Meetings:

S/No.	Names of Board Members		No. of Board	No.	of	Membership	Designation	Number of Committee	Number of
			Meetings	Board		of	Board	(Member or	Meetings Held in the	Committee
			Held in the	Meetings		Committees	Chairman)	Reporting Year	Meetings
			Reporting	Attended in					Attended in
			Year	the						the
				Reporting						Reporting
				Year						Year
			7	7		NONE		NONE	NONE	NONE
1.	Mr. Jim Ovia
			7	4		Board	Credit	Member	4	2
2.	Jeffrey Efeyini					Committee
						Board	Risk	Member	4	2
						Management
						Committee
						Board	Audit	Member	4	2
						and
						Compliance
						Committee
						Board		Chairman	4	2
						Governance,
						Nominations
						and
						Remuneration
						Committee
			7	4		Board	Credit	Member	4	2
3.	Professor Chukwuka	S.				Committee
	Enwemeka					Board	Risk	Member	4	2
						Management
						Committee
						Staff Welfare,	Chairman	4	2
						Finance and
						General
						Purpose
						Committee
			7	7		Board	Credit	Chairman	4	4
4.	Mr. Gabriel Ukpeh					Committee
						Staff Welfare,	Member	4	4
						Finance and
						General
						Purpose
						Committee
						Board		Member	4	4
						Governance,
						Nominations
						and
						Remuneration
						Committee
						Board	Audit	Member	4	4
						and
						Compliance
						Committee

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

S/No.	Names of Board Members	No. of Board	No.	of	Membership	Designation	Number of Committee	Number of
		Meetings	Board		of	Board	(Member or	Meetings Held in the	Committee
		Held in the	Meetings		Committees	Chairman)	Reporting Year	Meetings
		Reporting	Attended in					Attended in
		Year	the						the
			Reporting						Reporting
			Year						Year
		7	7		Board	Risk	Chairman	4	4
5.	Engr. Mustafa Bello				Management
			Committee
					Board	Audit	Member	4	4
					and
					Compliance
					Committee
					Board		Member	4	4
					Governance,
					Nominations
					and
					Remuneration
					Committee
					Board Credit	Member	4	2
					Committee
		7	7		Board Credit	Member	4	4
6.	Dr. Al-Mujtaba Abubakar				Committee
					Board	Risk	Member	4	4
					Management
					Committee
					Board	Audit	Chairman	4	4
					and
					Compliance
					Committee
					Board		Member	4	4
					Governance,
					Nominations
					and
					Remuneration
					Committee
7.	Dr. Omobola Ibidapo-Obe	7	7		Staff Welfare,	Member	4	1
	Ogunfowora				Finance	and
					General
					Purpose
					Committee
					Board	Audit	Member	4	1
					and
					Compliance
					Committee
					Board	Risk	Member	4	2
					Management
					Committee
					Board		Chairman	4	4
					Governance,
					Nominations
					and
					Remuneration
					Committee
8.	Dr. Peter Olatunde Bamkole	7	4		Staff Welfare,	Member	4	2
					Finance	and
					General
					Purpose
					Committee
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018