Our Governance

Governance

Corporate Governance is the foundation of our business conduct which the confidence placed by our shareholders, business partners and employees. As a crucial component of our ongoing success, we ensure that all our business operations are strategically carried out in line with the best corporate governance practices. We operate in a fair and transparent manner which serves as a medium of encouraging interactions with our Board, Management and stakeholders.
Our commitment to the principles of corporate governance is largely indicated in our processes and strong compliance with the CBN regulations and such other relevant regulations in which the Company operates. As a regulated company, we are in full compliance with the CBN’s Code of Corporate Governance for Finance Companies in Nigeria as well as the Nigerian Code of Corporate Governance 2018 which provides a robust framework for the governance of the Board and the Company. In addition to the Codes, we intentionally promote our core values and regulate employee relations with internal and external parties through our Employee Handbook.
We also encourage employees to report improper activities in the Company.

The Company submits timely reports on the Company’s compliance status to the CBN. We are utilizing cutting edge technology to create and provide our clients with unique financial solutions that are mutually advantageous and sustainable in the digital age. As a result, we reorganized our personnel, improved our business procedures, and are currently redesigning, updating, and reconfiguring our IT infrastructure to support our digital objectives.

Corporate Governance is the foundation of our business conduct which the confidence placed by our shareholders, business partners and employees. As a crucial component of our ongoing success, we ensure that all our business operations are strategically carried out in line with the best corporate governance practices. We operate in a fair and transparent manner which serves as a medium of encouraging interactions with our Board, Management and stakeholders.
Our commitment to the principles of corporate governance is largely indicated in our processes and strong compliance with the CBN regulations and such other relevant regulations in which the Company operates. As a regulated company, we are in full compliance with the CBN’s Code of Corporate Governance for Finance Companies in Nigeria as well as the Nigerian Code of Corporate Governance 2018 which provides a robust framework for the governance of the Board and the Company. In addition to the Codes, we intentionally promote our core values and regulate employee relations with internal and external parties through our Employee Handbook.
We also encourage employees to report improper activities in the 

Company. The Company submits timely reports on the Company’s compliance status to the CBN. We are utilizing cutting edge technology to create and provide our clients with unique financial solutions that are mutually advantageous and sustainable in the digital age. As a result, we reorganized our personnel, improved our business procedures, and are currently redesigning, updating, and reconfiguring our IT infrastructure to support our digital objectives.

The Board of Directors provides oversight of, and guidance to the executive management in development of corporate strategy, corporate culture, risk management, corporate governance amongst other important aspects of the company’s business. The Board understands that corporate governance is the bedrock of any sustainable business and necessary for long-term shareholder value. Through effective governance, they aim to drive the company’s success while fulfilling obligations to stakeholders. The Board is made up of seasoned professionals with diverse backgrounds in sectors such as banking, accounting, engineering, law, oil & gas. They possess a wealth of expertise, integrity and experience to the table. They are well equipped to offer independent judgment on Board deliberations and decisions, ensuring sound governance practices. The Board convenes quarterly, with additional meetings scheduled as necessary. Important decisions may be made between meetings through written resolutions, as outlined in the Company’s Articles of Association. Directors receive thorough group information during each quarterly meeting and are briefed on business developments occurring between meetings.

Board Committees in the Company are:

  • Board Credit Committee
  • Board Governance and Nomination Committee
  • Board Finance, Investment and Risk Management Committee
  • Board Audit, Compliance, Information Technology and Cybersecurity Committee

Board Credit Committees
The Board Credit Committee oversees the company’s credit exposure and management, ensuring compliance with policies and regulatory frameworks. The Terms of Reference of this Committee include but are not limited to the following:

  • exercising general oversight of the company’s credit portfolio and credit risk management processes
  • Consideration and approval of specific loans above the Management Credit Committee’s authority limit, as determined by the Board from time to time;
  • ensuring strict compliance with credit policies and legal lending limits
  • review of Management Credit Committee’s authority level as and when deemed necessary and recommending new levels to the Board for consideration;
  • conduct of quarterly review of credits granted by the Company to ensure compliance with the Company’s internal control systems and credit approval procedures;
  • notification of all Director-related loans to the Board;
  • monitoring and notification of the top debtors to the attention of the Board;
  • review of the Company’s internal control procedures in relation to credit risk assets and ensuring that they are sufficient to safeguard the quality of the Company’s risk assets;
  • handling such other issues referred to the Committee from time to time by the Board.


Board Governance and Nomination Committee
The Board Governance and Nomination Committee is responsible for overseeing directors’ appointments, remuneration, and performance evaluation. The Committee’s key responsibilities include recommending new Directors, overseeing orientation and education programs, conducting annual performance reviews, and ensuring compliance with governance policies.
The Committee also has the responsibility of setting the principles and parameters of Remuneration Policy across the Company, determining the policy of the Company on the remuneration of the Managing Director and other Executive Directors and the specific remuneration packages and to approve the policy relating to all remuneration schemes and long-term incentives for employees of the Company.
The Committee is required to meet at least once a year. Additional meetings may be convened as the need arises.

Board Finance, Investment and Risk Management Committee
The Board Finance, Investment and Risk Management Committee oversees the company’s financial strategies, investments, and risk management. The Terms of Reference of this Committee include but are not limited to the following:

  • review financial statements, budgets, and financial performance reports to ensure accuracy, transparency, and compliance with regulatory requirements.
  • advising the Board on asset and liability management, investment strategies and risk oversight.
  • review of the company’s capital structure, financing activities and liquidity management.
  • monitoring compliance with investment policies and portfolio performance, and assessing risks related to foreign exchange rates, interest rates, and counterparty exposures.
  • approving issuance and redemption of securities, loan agreements, and dividend policies.
  • reviewing and recommending risk management programs and policies ensuring their efficacy and supervise the appointment of competent risk management personnel.
  • ensure compliance with applicable laws, regulations, and corporate governance principles related to finance, investment, and risk management

Through these duties, the committee aims to promote sound financial practices and mitigate risks to safeguard the company’s financial health and interests.
The Committee is required to meet at least once a year. Additional meetings may be convened as the need arises.

Board Audit, Compliance, Information Technology and Cybersecurity Committee
The Board Audit, Compliance, Information Technology, and Cybersecurity Committee is responsible for oversight of audit functions, effectiveness and efficiency of Information Technology and Cybersecurity risk management practices and within the Company as well as complies with all the relevant policies and procedures both from the regulators and as laid-down by the Board of Directors. The Terms of Reference of this Committee include but are not limited to the following:

  • ensuring the integrity of financial reporting, independence of auditors, and compliance with legal and regulatory requirements.
  • Reviewing the activities, findings, conclusions and recommendations of the external auditors relating to the Company’s annual audited financial statements
  • monitoring the company’s adherence to laws and regulations applicable to its business operations.
  • managing cybersecurity risks, promoting a cybersecurity culture, and ensuring the resilience of the company’s cyber environment.
  • monitoring overall Information Technology performance and practices in the company
  • establishing standardized IT risk management practices and ensuring compliance, for institutionalizing IT risk management in the Company’s operations at all levels; and identifying and implementing cost effective solutions for IT risk mitigation
  • Providing guidance on IT strategy, enterprise architecture, information security, and alignment with business objectives.
    The Committee is required to meet at least once a year. Additional meetings may be convened as the need arises.

 

The Committees are risk driven as they are basically set up to identify, analyze, synthesize and make recommendations on risks arising from day-to-day activities of the Company. They also ensure that risk limits as contained in the Board and Regulatory policies are complied with at all times. They provide inputs for the respective Board Committees and also ensure that recommendations of the Board Committees are effectively and efficiently implemented.
 
Management Committees in the Company are:
  • General Management Committee
  • Management Credit Committee
  • Assets and Liability Management Committee
  • Information Technology (IT) Steering Committee
  • Management Investment Committee
  • Criticized Assets Committee
  • Impact, Corporate Communications and CSR Committee
  • Management Risk Committee
  • Human Resources Committee
Management Investment Committee

The Management Investment Committee is responsible for overseeing the company’s investment activities and portfolio management. Its key responsibilities include:

  • Setting investment policies and guidelines, including asset allocation ranges.
  • Approving investments and recommending disinvestment of portfolios to the Board.
  • Monitoring the management of investment funds and evaluating investment performance.
  • Articulating the company’s tolerances for investment risk and overseeing compliance with policies.
  • Reviewing management strategies and procedures for managing investment risks and evaluating investment performance based on absolute return objectives and selected benchmarks.
  • Coordinating oversight of investment risk with the Board Finance, Investment and Risk Management Committee and providing regular reports on the company’s investment portfolio to the Board.
  • Considering other matters as required by the Board or the Board Finance, Investment and Risk Management Committee and making appropriate recommendations or reports. Overall, the Committee ensures prudent investment practices aligned with the company’s mission and regulatory requirements.
Operations Committee

The Operations Committee oversees operational aspects, including financial, security, audit, governance, corporate, and policy-related risks. Responsibilities include ensuring budget compliance, managing financial systems, addressing security risks, monitors performance, reviewing governance processes, mitigating corporate risks, and overseeing corporate policies’ implementation.

  • The Operations Committee which consists of the Executive Director, Operations and Technology, (as Chairman), Head of Operations, Compliance Manager, Head of Advisory and Internal Control Officer holds its meeting weekly.
Assets and Liabilities Committee

The Assets and Liabilities Committee oversees liquidity, interest rate, capital, market (investments & derivatives), and other risks associated with the company’s financial assets and liabilities. Responsibilities include monitoring liquidity and capital positions, managing interest rate risks, reviewing investment activities, ensuring compliance with regulations, and overseeing treasury functions and compliance with asset and liability management processes.

  • The Asset and Liabilities Committee which consists of the MD/CEO as Chairman, Executive Director, Operations and Technology, Chief Risk Officer, Head of Operations, Compliance Manager, Head of Advisory and Internal Control Officer holds its meetings at least once a week.
Information Technology Steering Committee

The Information Technology Steering Committee is tasked with promoting the effective use of information and technology within the Company. The Committee’s primary responsibilities include ensuring that vulnerability assessments of new technology are performed, aligning IT with business strategy, evaluating IT investments and projects, ensuring operational excellence, managing IT risks, and monitoring IT performance against plans and budgets. Additionally, the Committee assists the Board in reviewing and recommending management’s strategies related to technology, monitoring technology developments in the marketplace, and ensuring compliance with relevant laws and regulations.

  • The IT Steering Committee which consists of the Executive Director, Operations and Technology, Chief Risk Officer, Head of Operations, Compliance Manager and Head of Advisory hold meetings at least twice monthly.
Management Credit Committee

The Management Credit Committee oversees credit-related matters within the organization, evaluating credit requests, assessing risk, setting policies, managing the portfolio, ensuring compliance, and reporting to senior management. The Committee ensures that the Company complies fully with the Credit Policy Guide as laid down by the Board of Directors.
The Management Credit Committee reviews and approves all credits that are above the approval limit of the Managing Director as determined by the Board. The Committee reviews the entire credit portfolio of the Company and conducts periodic assessment of the quality of risk assets in the Company. It also ensures that adequate monitoring of credits is carried out. The Committee meets weekly depending on the number of credit applications to be considered.
The Secretary of the Committee is the Head of the Credit Administration Unit of the Company.

Criticized Assets Committee

This Committee is responsible for the assessment of the risk asset portfolio of the Company. It highlights the status of the Company’s assets in line with the internal and external regulatory framework, and directs appropriate actions in respect of delinquent assets. The Committee ensures that adequate provisions are taken in line with the regulatory guidelines.

Risk Management Committee

The Management Risk Management Committee (MRMC) is established to oversee and guide the implementation of risk management practices across all operations of the company. The Committee comprises a minimum of three (3) management staff including the Chief Risk Officer.

Human Resources Committee

The Committee is established to oversee and guide all aspects of human resource management within the Company. This includes but is not limited to employee positions, job descriptions, performance management, compensation, organizational structure and corporate culture. The members shall include the Executive Director of Operations & Technology, Head, Operations and Human Resources, Head of Advisory, Head of Legal and Risk Management, Head of Compliance & Internal Audit and Internal Control Officer.

Impact, Corporate Communications and CSR Committee

The Committee is established to oversee and guide the company’s initiatives related to Corporate Social Responsibility (CSR), impact financing, and corporate communication and is responsible for ensuring that the organization’s activities align with its values, goals, and commitments to stakeholders. The members shall include a minimum of three (3) management staff including the Impact Finance Officer and the Head of Corporate Communications.

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