/ Corporate Governance

The Board of Directors is responsible for the governance of the Bank and is accountable to shareholders for creating and delivering sustainable value through the management of the Bank’s business.

Having the right people with an appropriate balance of skills, knowledge and experience is an important aspect of corporate governance in order to continue to have an effective Board and an executive management team to steer the affairs of the Bank in an ever challenging environment. The Bank’s rigorous and robust appointment and effective succession planning framework is one way of ensuring that we continue to have the right people to drive the business in the desired direction.

The Board of Directors of the Bank is made up of seasoned professionals who have excelled in various sectors including banking, accounting, mass communication as well as medicine (public health). They possess the requisite integrity, skills and experience to bring to bear independent judgment on the deliberations of the Board and decisions of the Board (without prejudice to Directors’ right to earn Directors’ fees and hold interest in shares). The Directors have a good understanding of the Bank’s businesses and affairs to enable them properly evaluate information and responses provided by Management, and to provide objective challenge to Management. Directors challenge each other’s assumptions, beliefs or viewpoints as necessary for the good of the Bank and question intelligently, debate constructively and make decisions dispassionately.

The Board of Directors of the Bank currently consists of Seven (7) Directors. They are as follows:

The Board Risk Committee is tasked with the responsibility of setting and reviewing the Bank’s risk policies. The coverage of supervision includes the following: Credit Risk, Reputational Risk, Operations Risk, Technology Risk, Market and Rate Risks, Liquidity Risk and other pervasive risks as may be posed by the events in the industry at any point in time. The Terms of Reference of the Board Risk Management Committee includes the following:

• Reviewing and recommending for approval of the Board, the Bank’s Risk management Policies including the risk profile and limits.
• Determining the adequacy and effectiveness of the Bank’s risk detection and measurement systems and controls.
• Evaluating the Bank’s internal control and assurance framework annually, in order to satisfy itself on the design and completeness of the framework relative to the Bank’s activities and risk profile.
• Oversight of Management’s process for the identification of significant risks across the Bank and the adequacy of risk mitigation, prevention, detection and reporting mechanisms.
• Periodic review of changes in the economic and business environment, including emerging trends and other factors relevant to the Bank’s risk profile.
• Any other issue referred to the Committee from time to time by the Board.

The Committee meets quarterly and additional meetings are convened as required. The Head of Risk and Compliance of the Bank presents regular briefings to the Committee at its meetings.

Membership of the Committee is currently made up of Three (3) members comprising: One (1) Non-Executive Director and Two (2) Independent Non Executive Directors.

The Board Credit Committee is responsible for approval of credit facilities in the Bank. The Terms of Reference of this Committee includes but are not limited to the following:

• To consider and approve specific loans above the Management Credit Committee’s authority limit, as determined by the Board from time to time, such approval to be granted electronically or by appending their signature on the applicable documents.
• To review Management Credit Committee’s authority level as and when deemed necessary and recommend new levels to the Board for consideration, to review the Asset and Liability Management of the Bank.
• To flag to the Board all Director related loans, to monitor and flag the top debtors to the attention of the Board.
• To review the Bank’s internal control procedures in relation to credit risk assets and be satisfied that they are sufficient to safeguard the quality of the Bank’s risk assets.
• To review and be satisfied that the Bank complies with regulatory requirements regarding the grant of credit facilities.
• To handle such other issues that may be referred to it by the Board of Directors from time to time.

The Board Credit Committee meets at least once in each quarter. Additional meetings are however, convened as required.

Membership of the Committee is currently made up of Three (3) Non-Executive Directors.

The Board Audit Committee is responsible for oversight of audit functions . The Terms of Reference of the Board Audit Committee includes but is not limited to the following:

• To monitor the financial reporting process and its output.
• To oversee the establishment of accounting policies and practices by the Bank and to review the significant qualitative aspects of the Bank's accounting practices, including accounting estimates and financial statement disclosures.
• To monitor the integrity of the Bank’s financial statements and any formal announcements relating to the Bank’s financial performance.
• To ensure that senior management establishes and maintains an adequate and effective internal control framework. Such framework should be designed to provide assurance in areas including reporting (financial, operational and risk), monitoring compliance with laws, regulations and internal policies, efficiency and effectiveness of operations and safeguarding of assets.
• To monitor and review the effectiveness of the Bank’s internal audit function; to approve the internal audit plan, scope, cycle and budget;
• To review the audit charter and the code of ethics of the internal audit function;
• To To review discoveries of fraud and violations of laws and regulations as raised by the Internal Auditor.

The Committee is required to hold its Meetings once every quarter.

Membership of the Committee is currently made up of Four (4) members comprising: Two (2) Non-Executive Directors and Two (2) Independent Non Executive Directors.

These are Committees comprising Senior Management staff of the Bank. 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 Bank. 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.

The standing Management Committees in the Bank are:

• Management Risk Committee;
• Management Credit Committee;
• Criticised Assets Committee;
• Assets and Liability Management Committee;

This Committee is responsible for regular analysis and consideration of risks in the Bank. The Committee meets from time to time and at least quarterly. However, additional meetings may be held if required. The Committee reviews and analyses environmental issues and policies impacting either directly or remotely on the Bank, brainstorms on such issues and recommends steps to be taken by the Bank. The Committee’s approach is risk based.

The Committee provides inputs for the Board Risk Management Committee and also ensures that the decisions and policies emanating from the Committee’s meetings are implemented.

The mandate of the Committee includes:

• Reviewing the effectiveness of GTBank’s overall risk management strategy at the enterprise level;
• Following-up on management action plans based on the status of implementation compiled by the Management Risk Committee;
• Identifying and evaluating new strategic risks including corporate matters involving regulatory, business development issues, e.t.c., and agree on suitable mitigants; and
• Reviewing the Enterprise Risk scorecard and determining the risks to be escalated to the Board on a quarterly basis.

This Committee is responsible for ensuring that the Bank complies fully with the Credit Policy Guide as laid down by the Board of Directors. The Committee also provides inputs for the Board Credit Committee. This Committee reviews and approves credit facilities to individual obligors not exceeding an aggregate sum to be determined by the Board from time to time.

The Management Credit Committee is responsible for reviewing and approving 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 Bank and conducts periodic assessment of the quality of risk assets in the Bank. 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 Bank.

This Committee is responsible for the assessment of the Risk Asset portfolio of the Bank. It highlights the status of the Bank’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

This Committee is responsible for the management of a variety of risks arising from the Bank’s business including, Market and Liquidity Risk Management, Loan to Deposit Ratio analysis, Cost of Funds analysis, establishing guidelines for pricing on deposit and credit facilities, Exchange Rate risk analysis, Balance Sheet structuring, regulatory considerations and monitoring of the status of implemented assets and liability strategies. The members of the Committee include the Managing Director, Executive Directors, the Treasurer, the Head of the Financial Control Group, the Chief Risk Officer as well as a representative of the Assets and Liability Management Unit.