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Tuesday, October 30, 2018 / 03:00 PM / CBN
Central Bank of
Nigeria - Code of Corporate Governance For Development Finance Institutions in
Nigeria
1.0 Introduction
Development Finance Institutions (DFIs) are specialized financial Institutions with
specific mandate established to support the critical sectors of the economy
such as agriculture and manufacturing as well as micro, small and medium scale enterprises (MSMEs) in Nigeria. The objective is to provide funds
for MSMEs and large
enterprises for economic
development.
In an environment where
there is constant pressure for management of DFIs to deliver
on its objective of meeting socio-economic development and financial system
stability, strong corporate governance becomes critical safeguards against
unethical practices.
To achieve their mandates, DFIs need to adhere to accepted governance standards, code of ethics and best practices as well as formal laws and extant regulations. This Code is developed to guide licensed DFIs towards entrenching good corporate governance standards and practices to ensure that they are managed safely and soundly where risk-taking activities and business prudence are appropriately balanced so as to protect the interests of all stakeholders.
2.1.1
The Board of Directors shall have the ultimate responsibility for the
management of a DFI. Specifically, and in line with the provisions in the
Companies and Allied Matters Act (CAMA) 1990 as amended, Directors owe the DFI
a duty of care and loyalty and shall act in the interest of the DFI and its
stakeholders.
2.1.2
Members of the Board are severally and jointly liable for the activities of the
DFI.
2.1.3
The Board shall define and document the DFI’s strategic goals, approve its long
and short-term business strategies and monitor their implementation by
management.
2.1.4The
Board shall determine the skills, knowledge and experience that members require
which shall, at the minimum, be in line with the requirements of the Approved
Persons Regime.
2.1.5
The Board shall ensure that its human, material and financial resources are
effectively deployed towards the attainment of the goals of the DFI.
2.1.6
Except as prescribed in the enabling Act, the Board shall appoint the CEO as
well as top management staff and establish a framework for the delegation of
authority in the DFI, which shall comply with extant regulations issued by the
CBN from time to time.
2.1.7.
The Board shall establish and monitor agreed performance targets for the
management.
2.1.8
Except as prescribed in the enabling Act, the Board shall ensure that a
succession plan is in place for the MD/CEO and other Executive Directors.
2.1.9
The Board shall set limits of authority, specifying the threshold for large
transactions which it must approve before they take place.
2.1.10
Members of the Board are severally and jointly liable for the activities of the
institution.
2.1.11
The Board shall ensure strict adherence to the Code of Conduct for Directors of
Banks and OFIs as well as compliance with extant laws and regulations.
2.1.12
The Board shall consider, approve and monitor the implementation of the DFI’s
budget, including setting expenditure limits for management and Board
Committees.
2.1.13
The Board shall approve credit facilities in line with the approved limits of
authority of the DFI.
2.1.14 The Board shall have in place a charter.
2.2.1
The number of Directors on the Board of a DFI shall be a minimum of seven (7)
and a maximum of eleven [11] or in accordance with the Act establishing the
institution.
2.2.2
Not more than two members of a family shall be on the board of an DFI at the
same time. The expression 'family' includes director’s spouse, parents,
children, siblings, cousins, uncles, aunts, nephews, nieces and in-laws.
2.2.3
The Board shall consist of Executive Directors (EDs) and Non-Executive
Directors (NEDs) with more than fifty per cent comprising of NEDs.
2.2.4
Except as prescribed in the enabling Act, the Board of a DFI shall consist of
two (2) independent directors as stipulated in the CBN guidelines on the
Appointment of Independent Directors.
2.2.5 Members of the Board shall be persons of proven integrity and shall meet the requirements of the Revised Assessment Criteria of Approved Persons Regime. At least two (2) members of the Board of Directors other than the Executive Directors shall be required to have banking or related financial industry experience.
2.3.1
Procedure for appointment to the Board shall be formal, transparent and
documented in the board charter.
2.3.2
Existing CBN guidelines on appointment to the Board of financial institutions
shall continue to be applied to DFIs or as provided in the enabling Act
establishing the institution.
2.3.3
Track record of appointees shall be an additional eligibility requirement. Such
records shall cover both integrity and past performance, in accordance with the
extant CBN Guidelines on Fit and Proper Persons Regime.
2.3.4 To enhance the effectiveness of Directors, the Directors shall have access to corporate information under conditions of confidentiality; provide training and continuing education and facilitate access to independent professional advice.
2.4 Tenure
2.4.1
Except as prescribed as the enabling Act, the tenure of the MD/CEO of the DFI
shall be in accordance with the terms of engagement subject to a maximum period
of ten (10) years. Such tenure shall be broken down into periods not exceeding
five (5) years at a time. Any person who has served as MD/CEO for the maximum
tenure (of ten years) in a DFI shall not qualify for appointment in any
capacity in the same DFI or its subsidiaries until after a period of three
years after the expiration of his tenure as MD/CEO.
2.4.2
To ensure continuity and injection of fresh ideas, NEDs of DFIs shall serve for
a maximum of three (3) terms of four (4) years each.
2.4.3
The term of office of an Independent Director shall be 4 years for a single term
and a maximum of 8 years of two consecutive terms if reelected upon the
expiration of the first term.
2.4.4
In the event that the Board of Directors of a DFI is dissolved, a transition
period of not more than ninety (90) days shall be permitted for the
reconstitution of a new Board of Directors.
2.4.5
Where the DFI is a member of a Group or is owned by another financial
institution, a director in the DFI may be allowed to serve on the Boards of the
DFI and its holding company at the same time, provided the aggregate number of
directors from the subsidiaries and associates at any point in time shall not
exceed 30 per cent of the membership of the Board of Directors of the holding
company.
2.4.6
To enhance effectiveness, all Directors shall have access to corporate
information under conditions
of confidentiality; undergo
training and continuing education
and have access to independent professional advice.
2.5 Separation of Powers of the Board
2.5.1
The positions of the Board Chairman and the Managing Director/Chief Executive
Officer (MD/CEO) shall be separate except otherwise prescribed by the enabling
Act of the DFI. No one person shall combine the two positions in any DFI at the
same time. For the avoidance of doubt, no executive Vice Chairman shall be recognized
in the Board structure.
2.5.2
Not more than two members of a family shall be on the board of a DFI at the
same time. The expression 'family' includes director’s spouse, parents,
children, siblings, cousins, uncles, aunts, nephews, nieces and in-laws.
2.5.3
Where the DFI is a member of a holding company, not more than two family
members shall be allowed to serve on the Boards of the DFI and the holding
company.
2.5.4
No two members of the same family shall occupy the positions of Chairman and
MD/CEO or Executive Director of the DFI.
2.6.1
The Board of a DFI shall establish the following Committees to assist in the
discharge of its responsibilities:
i) A Committee, responsible for the oversight of
Risk Management and Audit functions. These functions may be carried out by one
committee, depending on the size and complexity of the institution. This is
without prejudice to the requirements of the Companies and Allied Matters Act
(CAMA), 1990, as amended on the Statutory Audit Committee which is not a board
committee.
Each
DFI shall have a Risk Officer and Internal Auditor who shall report directly to
the board Committee(s) responsible for Risk Management and Audit function(s).
ii) Board Governance and Nominations Committee
iii) Board Credit Committee
2.6.2 All Board Committees shall each have a
charter to be approved by the CBN.
2.6.3
The Chairman of the Board shall not be a member of any Board Committee.
2.6.4 All Board Committees shall be headed by
Non-Executive Directors.
2.6.5
The Board Audit Committee (BAC) shall have unrestricted access to the financial
records of the DFI, including external auditors’ reports.
2.6.6 The MD/CEO shall not be a member of the BAC.
2.7.1
To effectively perform its oversight function and monitor management’s
performance, the Board shall meet at least once every quarter.
2.7.2
Every Director is required to attend all meetings of the Board, and Board
Committees in which he is a member. In order to qualify for re-election, a
Director must have attended at least two-thirds of all Board and Board
Committee meetings.
2.7.3
Minutes of meetings of the Board/Board Committees shall be properly written in
English language, adopted by the Board/Board Committees and signed off by the
Chairman and Secretary, pasted in the minutes book and domiciled at the DFI's
Head Office.
2.7.4
Board/Board Committee meetings shall be deemed to be duly constituted where
two-thirds of members are present, provided that a majority of directors at the
meeting are Non-Executive Directors’ (NEDs).
2.7.5
The Board shall disclose, in the Corporate Governance Section of the Annual
Report, the total number of Board and Board Committee meetings held in the
financial year and attendance by each Director.
2.8.1
DFIs shall align Board and top management remuneration with the long term
interests of their institutions and those of their shareholders.
2.8.2
Levels of remuneration should not be excessive but sufficient to attract,
retain and motivate executive officers, management and members of staff of the
DFI.
2.8.3
Where remuneration is linked to performance, it shall be designed in such a way
as to prevent excessive risk taking.
2.8.4
Every DFIs shall have a remuneration policy put in place by the Board of
Directors, which shall be disclosed to the shareholders in the annual report.
2.8.5
A Committee of Non-Executive Directors shall determine the remuneration of
executive Directors.
2.8.6
The MD/CEO and other Executive Directors shall not receive sitting allowances
and Directors’ fees.
2.8.7
Non-Executive Directors’ (NEDs) remuneration shall be limited to Directors’
fees, sitting allowances for Board and Board Committee meetings and
reimbursable travel and hotel expenses. NEDs shall not receive salaries and
benefits whether in cash or in kind, other than those mentioned above.
2.8.8Where
stock options are adopted as part of executive remuneration or compensation,
the Board shall ensure that the stock options are not priced at a discount
except with the prior authorization of the relevant regulatory agencies.
2.8.9
Stock options shall be tied to performance and subject to the approval of the
shareholders at AGMs.
2.8.10
Share options shall not be exercisable until one year after the expiration of
the tenure of the Director.
2.8.11
DFIs shall disclose in their annual reports, details of the shares held by
Directors and their related parties.
2.8.12 Where there is a Remuneration Committee in addition to the three Committees prescribed in Section 2.6.1, the membership shall comprise NEDs only while the Board Governance and Nomination Committee shall have a combination of EDs and NEDs. However, where both Committees are combined, its membership shall be drawn only from NEDs.
2.9.1
There shall be annual Board and Directors’ review/appraisal covering all
aspects of the Board's structure, composition, responsibilities, processes and
relationships, as may be prescribed by the CBN.
2.9.2 The annual Board appraisal shall be conducted by an independent consultant. The report shall be presented to shareholders at the AGM and a copy forwarded to the CBN.
3.1.1
Shareholders shall have the right to obtain relevant and material information
from the DFI on a timely and regular basis.
3.1.2
Shareholders shall have the right to participate actively and vote in general
meetings.
3.1.3 In addition to the traditional means of communication, DFIs are encouraged to have a website and communicate with shareholders via the website, newsletters, village meetings and regular Annual General Meetings (AGMs) and/or Extraordinary General Meetings (EGMs). Such information shall include major developments in the institution, risk management practices, executive compensation, local branch expansion, establishment of investment in subsidiaries and associates, Board and top management appointments, sustainability initiatives and practices, and any other relevant information.
3.2.1
Except for DFIs established by an enabling Act, an equity holding of 5% and
above by any investor shall be subject to CBN’s prior approval. Where such
shares are acquired through the capital market, the DFI shall apply for a no
objection letter from the CBN immediately after the acquisition.
3.2.2Ownership structure shall be in line with the provisions of the enabling Act establishing the DFI or as may be specified from time to time by the CBN.
3.3.1 Every shareholder shall be treated
fairly.
3.3.2 The Board shall ensure that
minority shareholders are adequately protected from overbearing influence of
controlling shareholders.
3.3.3 The Board shall ensure that the DFI promptly provides to shareholders documentary evidence of ownership interest in the DFIs such as share certificates, dividend warrants and related instruments. Where these are rendered electronically, the Board shall ensure that they are sent in a secure manner.
3.4.1 Notice of general meetings shall be
as prescribed by the enabling Act or the Companies and Allied Matters Act
(CAMA) 1990 as amended.
3.4.2 The Board shall ensure that the
venue of a general meeting shall be convenient and easily accessible to the
majority of shareholders.
3.4.3 The Board shall ensure that
unrelated issues for consideration are not lumped together at general meetings.
Statutory business shall be clearly and separately set out. Separate
resolutions shall be proposed and voted on each substantial issue.
3.4.4 The Board shall ensure that decisions reached at general meetings are properly and fully implemented.
The Board shall ensure that dealings of the DFIs with shareholders’ associations are in strict adherence with the Code for Shareholders’ Associations issued by the Securities and Exchange Commission (SEC). Where a DFI is not listed, its dealings with the Association shall be transparent and in line with the relevant governance codes.
4.1 Employees, customers and other
stakeholders of DFIs shall have the right to freely communicate their concerns
about illegal or unethical practices to the Board. Where such concerns border
on the activities of the Board, such individuals shall have recourse to the CBN
in accordance with Section 3.4 of the Guidelines for Whistle Blowing for Banks
and Other Financial Institutions in Nigeria.
4.2 Where such stakeholders’ interests
are protected by law, stakeholders shall have the opportunity to obtain
effective redress for violation of their rights.
4.3 DFIs shall demonstrate good sense of Corporate Social Responsibility (CSR) to their stakeholders such as customers, employees, host communities, and the general public.
5.1.1 In order to foster good corporate
governance, DFIs are encouraged to make timely, accurate and robust disclosures
beyond the statutory requirements in BOFIA 1991 as amended, CAMA 1990, other
applicable laws and standards.
5.1.2Disclosure in the annual report
shall include, but not limited to, material information on:
(a) Major items that have been estimated
in accordance with applicable accounting and auditing standards;
(b)
Rationale for all material estimates;
(c) Corporate governance:
i. The DFI’s
remuneration policy for
members of the
Board and executives;
ii. Total NED’s remuneration, including fees
and allowances;
iii. Total Executive compensation, including
bonuses paid/payable;
iv. Details and reasons for share buy-backs,
if any, during the period under review;
v. Board of Directors’ performance
evaluation;
vi.
Details of Directors, shareholders and their related parties who
own 5%
and above of
the DFI’s shares
as well as
other shareholders who, in concert with others, control the DFI;
vii. Governance structure;
viii.
Composition of Board Committees including names of chairmen and members
of each Committee;
(d) Risk Assets:
i. Concentration of asset, liabilities and off-balance sheet engagements by sector,
geography, and product.
ii. Loan quality.
iii.
Lending/borrowing to/from subsidiaries and associates.
iv.
Loans and advances/funding or commitment lines from institutions outside
Nigeria.
v.
Related party transactions.
vi.
Insider-related credits in accordance with the extant CBN circular.
(e) Risk management:
i. All significant risks.
ii. Risk management practices indicating
the Board’s responsibility for the entire process of risk management as well as
a summary of external auditors’ observed lapses thereon.
(f) Information on strategic modification to
the core business.
(g)
All regulatory/supervisory contraventions during the year under review
and infractions uncovered through whistle blowing, including regulatory
sanctions and penalties.
(h) Capital Structure/Adequacy.
(i) Any service contracts and other contractual
relationships with related parties.
(j) Frauds and Forgeries.
(k) Contingency Planning Framework.
(l) Contingent Assets and Liabilities (off balance sheet engagement)
5.2.1
DFIs shall have a structure in place to independently verify and
safeguard the integrity of their financial reporting, which shall:
i)
entail the review and consideration of the financial statements by the
BAC/Board; and
ii)
enhance the independence and competence of the DFIs internal and
external auditors.
5.2.2
The BAC shall be structured in such a way that it:
i) consists only of Non-EDs;
ii)
is chaired by an Independent director;
iii)
has at least three members.
5.2.3
The BAC shall be of sufficient size, independence and technical
expertise to discharge its mandate effectively.
5.2.4
The BAC shall include members who are financially literate (that is, be
able to read and understand financial statements). At least one of the members
shall have relevant qualifications and experience in banking, financial and
accounting matters).
5.2.5 The
BAC shall review
the integrity of
the DFI’s financial
reporting and oversee the
independence of the internal and external auditors.
5.2.6
The BAC shall meet at least once every quarter.
5.2.7
The appointment and removal of the Chief Compliance Officer/ Head of
Internal Audit shall
be the responsibility of
the Board subject
to CBN’s ratification.
The CBN must be notified of any change
and reasons thereof, within fourteen (14) days of such change.
5.2.8 The qualification and experience of
the Chief Compliance Officer/ Head of Internal Audit shall be in accordance
with the provisions of the CBN’s Competency Framework for the Banking Industry.
The office of the Chief Compliance
Officer (CCO) and that of Internal Auditor may be combined depending on the
size and complexity of the DFI’s business.
The Internal Auditor shall, in addition
to ensuring the internal control in the DFI, monitoring compliance with
Anti-Money Laundering and Combating the Financing of Terrorism (AML/CFT)
requirements, monitor the implementation of the corporate governance code.
5.2.9 Appointment of external auditors shall be approved by the CBN.
5.2.10 External auditors shall:
i. render
reports to the
CBN on DFI’s
risk management practices, internal controls and level of
compliance with regulatory directives.
ii. review the work of the internal
auditor on each of the DFI’s key risk elements to cover risk identification,
measurement, monitoring and control.
iii. review compliance with policies and
internal control procedures put in place by the Board to manage and mitigate
the institution’s risks.
iv. report on the level of each key risk
element as well as the composite risk profile of the DFI and make
recommendations to the Board to enhance the effectiveness of risk management
processes in the DFI.
v. forward copies of their report to the
CBN, together with the external auditor’s
management letter on
the DFI’s audited
financial statements.
5.2.11
External auditors of DFIs shall not provide client services that shall
amount to conflict of interest including the following:
i. Bookkeeping or other services related
to the accounting records or financial statements of the audit client;
ii.
Appraisal or valuation services, fairness opinion or contribution-in- kind
reports;
iii.
Actuarial services;
iv.
Internal audit outsourcing services;
v. Management or human resource functions
including broker or dealer, investment banking services and legal or expert
services.
5.2.12The tenure of auditors in a given
DFI shall be for a maximum period of ten(10) cumulative years after which the
audit firm shall not be reappointed in the DFI until after a period of another
ten (10) consecutive years.
5.2.13
An audit firm shall not provide audit services to a DFI if one of the
DFI’s top officials (Directors, Chief Finance Officer, Chief Audit Officer,
etc) was employed by the firm and
worked on the
DFI’s audit during
the immediate past two (2) years.
5.2.14
There shall be due process in all the procedures of DFIs.
5.2.15. All insider credit applications
pertaining to directors and management staff and parties related to them,
irrespective of size, shall be sent for consideration/approval to the Board
Credit Committee.
5.2.16 Any director whose facility or that of his/her related interests remains non-performing for more than one year shall cease to be on the board of the DFI and could be blacklisted from sitting on the board of any other financial institution.
5.3.1 DFIs shall have a whistle-blowing
policy made known to employees, customers and other stakeholders.
5.3.2 The policy shall contain
mechanisms, including assurance of confidentiality, that encourage all
stakeholders to report any unethical activity to the DFI and/or the CBN.
5.3.3 DFIs are required to submit returns to the CBN on the compliance with the whistle-blowing policy on a semi-annual basis to the Director, Other Financial Institutions Supervision Department not later than 7 days after the end of the relevant period.
6.1 Every DFIs shall have a risk
management framework specifying the governance architecture, policies,
procedures and processes for the identification, measurement, monitoring and
control of the risks inherent in its operations.
6.2 The Board shall approve the risk
management policies of the DFI and ensure their implementation by management.
6.3
Risk management policies
shall reflect the
DFI’s risk management mandate, which shall include:
a. Clear objectives and enterprise-wide
authority for its activities;
b. Risk philosophy, vision and mission;
c.
Authority to carry out its
responsibilities independently;
d. Scope of Enterprise Risk Management (ERM);
e.
A requirement for it to be communicated throughout the organization to
promote transparency;
f. Periodic review to ensure continued appropriateness;
g.
A requirement for management to report regularly on the effectiveness of
the institution’s risk management processes and on its aggregate exposures
compared to approved limits; and
h.
Authority to follow-up on action taken by management in response to
identified issues and related recommendations.
6.4 DFIs shall disclose a summary of its
risk management policies in their annual financial statements.
6.5 DFIs’
risk management policies
shall clearly describe
the roles and responsibilities of the Board, BRMC,
management and internal audit function.
6.6 Boards of DFIs shall ensure that the
framework provides for regular and independent reviews of the risk management
policies and procedures as well as periodic assessment of the adequacy and
effectiveness of the risk management function.
6.7 The composition of a DFI’s BRMC shall include at least 2 non-EDs and the executive Director in charge of risk management but chaired by a non- ED.
7.1 Ethics &
Professionalism
7.1.1 To make ethical and responsible decisions, DFIs shall comply with their legal obligations and have regard to the reasonable expectations of their stakeholders.
7.1.2 DFIs shall establish a code of conduct and disclose in the code or a summary of the code such information as:
a. the practices necessary to maintain confidence in the institution’s integrity;
b. the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders; and
c. the responsibility and accountability of individuals reporting and investigating reports of unethical practices.
7.1.3 The Code should:
a) commit the DFI, its Board and management (and employees) to the highest standards of professional behavior, business conduct and sustainable business practices;
b) be developed in collaboration with management and employees;
c) receive commitment for its implementation from the Board, the Managing Director/Chief Executive Officer and individual Directors of the company;
d) be sufficiently detailed as to give clear guidance to users including advisers, consultants and contractors;
e) be formally communicated to the persons to whom it applies; and
f) be reviewed regularly and updated when necessary.
7.1.4 Where applicable, DFIs shall establish and disclose a policy concerning trading in its securities by Directors, senior executives and employees.
7.1.5 Where applicable, the trading policy shall contain appropriate compliance standards and procedures to ensure that the policy is properly implemented. There shall also be an internal review mechanism to assess compliance and effectiveness.
7.2 Conflict of Interest
7.2.1
Every DFI shall have in place an approved Conflict of Interest Policy.
The policy shall, at the minimum, cover the following areas:
a) Approval & Revision date;
b) Definition of conflict of interest;
c) Purpose of the Policy;
d)
Examples of conflict of interest
situations;
e) Procedures to follow in situations of
conflict of interest.
7.2.2
The Board of Directors shall be responsible for managing conflicts of interest.
7.2.3 Directors shall promptly disclose
to the Board any real or potential conflict of interest that they may have
regarding any matter that may come before the Board or its Committees.
7.2.4 Directors shall abstain from
discussions and voting on any matter in which they have or may have a conflict
of interest.
7.2.5 Directors who are aware of a real,
potential or perceived conflict of interest on the part of a fellow Director,
have a responsibility to promptly raise the issue for clarification, either
with the Director concerned or with the Chairman of the Board.
7.2.6 Disclosure by a Director of a real,
potential or perceived conflict of interest or a decision by the Board as to
whether a conflict of interest exists shall be recorded in the minutes of the
meeting.
8.0 Compliance
8.1.1 Compliance with the code is mandatory for all DFIs.
8.1.2 Returns on the status of each DFI’s compliance with this code shall be rendered to the CBN semi-annually or as may be specified by the CBN from time to time.
8.1.3 Failure to comply with the code will attract appropriate sanctions in accordance with section 64 BOFIA Cap B3 Laws of the Federation of Nigeria (LFN) 2004 or as may be specified in any applicable legislation or regulation.
Failure to comply with the Code will attract appropriate sanctions in accordance with BOFIA or as may be specified in any applicable legislation or regulation.
10.0 Effective Date
This
code shall take effect from December 1, 2018.
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