Fuente: Ethical Boardroom
Autor: Sunday Ekwochi – Company Secretary at Access Bank
Most successful institutions globally depend on corporate governance – a framework that specifies rules and practices through directors to ensure accountability, fairness and transparency in a company’s relationship with all stakeholders.
Consequently, there is a distribution of responsibilities, rights and rewards, including procedures that would reconcile possible conflicting interests of stakeholders, especially in relation to duties, privileges, roles and information flow, to serve as a system of checks and balances. Currently, Access Bank Plc operates as a full service commercial banking group, with a network over 600 branches and service outlets located in major centres across Nigeria and subsidiaries in seven countries in sub-Saharan Africa and the UK, with representative offices in China, Lebanon, India and the UAE.
Access Bank’s corporate governance is founded on key pillars of accountability, responsibility, transparency, independence, fairness and discipline. Our corporate governance framework is designed to deliver good corporate governance, aligning management’s actions with the interests of shareholders while ensuring appropriate balance with the interests of other stakeholders.
With the board recognising that effective governance is a key to superior performance and sustainable prosperity, the system ensures on-going compliance with the Bank’s governance charter and relevant codes of corporate governance, including the post listing requirements of the stock exchanges where the Bank’s securities are listed.
Our building blocks
Today’s boards are required to be actively engaged, more knowledgeable and more effective than in the past as they confront myriad risks and challenges. Even with previous challenges in Nigeria, such as prevalent corrupt practices, unregulated ownership structure, non-compliance with stipulated codes and others, the need for an acceptable and relatable public reputation has led to the emergence of codes and ethical practices that have boosted investors’ confidence.
Increasingly, stakeholders’ expectations from the board are rising and the board must set its strategic priorities across diverse business segments and monitor the group’s risk profile. The board ensures that corporate governance is not a mere box-ticking exercise by setting the right ethical tone from the top. This is achieved through composition, continuous training and a rigorous evaluation process, facilitated by an external and independent consultant.
In the discharge of its oversight functions, the board continuously engages management in the planning, definition and execution of the group’s strategy. The board, in line with the Access Bank’s strategic planning process, holds an annual board retreat where the strategy for the upcoming year is rigorously debated and agreed between management and the board. Management provides the board with a quarterly update on implementation of the strategy, affording the board the opportunity to critique the management’s performance and access significant risk issues as well as mitigating controls implemented.
The roles of the chairman and chief executive officer are performed by different individuals to ensure the balance of power and authority and to uphold the principles of good governance. The composition of the board is sufficiently diversified to optimise its performance and deliver sustainable value to stakeholders. The board’s composition is aligned with global best practice on the parity of non-executive directors to executive directors. In 2018, the board had more non-executive directors than executive directors with four independent non-executive directors as against the two required by the Central Bank of Nigeria Code of Corporate Governance. The board is committed to improving gender diversity in its composition, with 33 per cent female membership as at 31 December 2018, above Nigeria’s national average of 12 per cent.
Each committee has a written term of reference, as specified by the board, guiding its activities and expectation. All committees render reports regularly to the board. Currently, the board has seven committees covering audit, governance and nomination, risk management, credit and finance, digital and information technology, remuneration and retail expansion. While the various committees have the authority to examine issues within their remit and report to the board, the ultimate responsibility for all matters lies with the board.
Board assessments provide an opportunity to identify and remove obstacles to enhanced performance and to highlight what works well. Every year, performance evaluation is conducted to ascertain the performance of the board of directors, the various committees as well as the individual directors. The board evaluation is facilitated by an independent consultant with no ties to the bank or any of its directors to ensure that candid responses are given, with the 2018 evaluation facilitated by Ernst and Young. The report of the annual board performance evaluation is always presented to the shareholders at the annual general meeting and subsequently submitted to the Central Bank of Nigeria.
Directors’ training is critical to the bank and, as such, a training budget is earmarked for the development and continuous education of board members to ensure that they are armed with the advanced skills and knowledge to carry out their oversight functions. In the course of the 2018 financial year, board members were trained in diverse areas of interest cutting across digital transformation, human resource, governance, audit, finance and compliance.
Some of the milestones achieved by the board in the corporate governance space over the past years include:
■ Access Bank was ranked best overall bank on both corporate governance and risk management disclosure in the 2010/2011 Nigeria Banks Financial Transparency Report – a publication by Business Day Media Ltd
■ In 2014, the bank participated in the pilot programme of the Corporate Governance Rating System (CGRS), a Siemen Integrity Initiative funded project implemented by the Nigerian Stock Exchange (NSE) in conjunction with Convention for Business Integrity. The CGRS is designed to raise corporate governance standards across Nigerian corporates by providing companies with an incentive to develop better governance practice while differentiating themselves in the market for the benefit of the investing public
■ In 2015, Access Bank won the Corporate Affairs Commission Maiden Annual Corporate Citizens Award for the More Extensive Compliance Category. The award is given to companies that promote a culture of good governance in the Nigerian environment
■ In 2018, the bank was migrated to the Premium Board of the Nigerian Stock Exchange (NSE). The Premium Board was developed by NSE to promote an elite group of issuers that are industry leaders in their respective sectors and who meet the highest standards of corporate governance, capitalisation and liquidity.
■ In 2018, Access Bank was recognised by Third Observers Nigeria Limited for its long outstanding history of dividend payment since it was listed on the Nigerian Stock Exchange in 1998
■ In 2018, the board extended its going-green initiative to all the subsidiary boards by implementing a secure electronic portant digital board book
Access Bank maintains a whistle-blowing policy that covers internal and external whistle-blowers and extends to the conduct of the stakeholders, including employees, vendors and customers. The bank retains KPMG Professional Services to provide consulting assistance in the implementation of the policy. The bank’s chief audit executive is responsible for monitoring and reporting on whistle-blowing and renders quarterly reports to the audit committee.
The bank implements a securities trading policy that prohibits directors, members of the audit committee, employees and all other insiders from abusing, or placing themselves under the suspicion of abusing, price-sensitive information in relation to the bank’s securities. In line with the policy, affected persons are prohibited from trading on the company’s security during a closed period announced by the company secretary.
The company secretary plays an important role in entrenchment of good corporate governance across the group. The company secretary is properly empowered by the board to discharge his/her duties and responsibilities and has both functional and administrative responsibilities. The functional responsibilities are discharged to the board via the chairman, while, administratively, he/she reports to the group managing director. In line with statutory requirements, the appointment and removal of the company secretary are matters reserved for the board.
The central role that a robust corporate governance system plays in the bank’s attainment of its strategic vision during the 2018-2022 strategic plan period cannot be overemphasised. In this vein, the company secretary will intensify efforts to ensure:
■ Improved institutional capacity to exceed compliance requirements
■ Robust succession planning to provide continuity of the board at all times and allow for smooth transition
■ Regular training of board members to equip them for the performance of their oversight function
■ Delivery of a robust director orientation and induction programme for new board members to equip them for the effective discharge of their role
■ The effective implementation and continuous update of the board’s conflict of interest policy to ensure the confidence of the bank’s stakeholders is sustained
■ A robust continuing professional development programme for members of company secretariat to imbue them with the right skills and attitude required to effectively support board members
■ Implementation of comprehensive stakeholder engagement for improved brand recognition and equity