Home Community Insights Relevant Provisions of The 2023 CBN Code of Corporate Governance For Banks in Nigeria

Relevant Provisions of The 2023 CBN Code of Corporate Governance For Banks in Nigeria

Relevant Provisions of The 2023 CBN Code of Corporate Governance For Banks in Nigeria

Finance Law :- Details of the The 2023 CBN Guidelines on Corporate Governance For All Commercial/Merchant/Non-Interest/Payment Service Banks & Financial Holding Companies in Nigeria Part 1 – Objectives, Board Structure and Composition, Board Roles and Responsibilities.

The Central Bank of Nigeria (CBN) on the 13th of July,2023 released a new set of corporate governance guidelines for commercial banks, merchant banks, non-Interest banks, payment service banks and financial holding companies in Nigeria pursuant to its powers granted under the Central Bank of Nigeria (CBN) Act 2007.

These guidelines are also made pursuant to the Nigerian Code of Corporate Governance (NCCG) 2018 which was issued by the Financial Reporting Council (FRC) in 2018 as the single corporate governance code for the country.

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The CBN guidelines were made on the heels of the FRC code as a sector-specific set of guidelines for institutions under their regulatory purview. It is these guidelines that will be the main focus of this article, with emphasis on their objectives, application and their most important provisions.

What are the objectives of the CBN Corporate Governance guidelines?

The guidelines are aimed at :-

– Providing additional guidance on the principles, recommended practices and responsibilities contained in NCCG 2018.

– Outlining industry-specific corporate governance standards for banks.

– Promoting high ethical standards amongst operators, whilst enhancing public confidence.

What is the application scope of the CBN Guidelines?

The guidelines as well as this guidelines shall apply to commercial banks, merchant banks, payment service banks and non-interest banks in Nigeria.

What are the most relevant provisions of the guidelines?

The most important provisions of the CBN Guidelines are as follows :-

Board Structure & Composition

– The procedure for appointment to the board shall be formal, transparent and documented in the board charter.

– Members of the board shall be appointed by the shareholders of the bank and approved by the CBN.

– The minimum & maximum number of directors on the board of commercial, merchant and non-interest banks (MNIBs) shall be Seven (7) & Fifteen (15) respectively.

– For Payment Service Banks (PSBs), the minimum and maximum number of directors on the board shall be 7(Seven) & 13(Thirteen).

– The board shall consist of executive and non-executive directors. The number of non-executive directors shall be more than executive directors on the board and its committees.

– The number of independent non-executive directors shall be at least:-

a). 3 for commercial banks with international and national authorisation.

b). Merchant Banks.

c). Non-Interest banks with national authorization.

– 2 independent non-executive directors for Payment Service Banks (PSBs), commercial banks with regional authorisation and Non-Interest Banks (NIBs) with regional authorisation.

– In the case of publicly listed banks, the provisions of the Companies and Allied Matters Act (CAMA) 2020 on the numbers of non-executive directors shall apply.

– In line with NCCG 2018, no board of a bank shall consist of only one gender.

– At least 2 non-executive directors, one of whom shall be an INED, shall have requisite knowledge and experience in innovation financial technology, ICT and/or Cybersecurity.

What are the roles and responsibilities of the board under the guidelines?

– The board is accountable and responsible for the performance and affairs of the bank.

– Members of the board are jointly and severally liable for the activities of the bank.

– The board and its committees shall each have a charter to be approved by the CBN.

– The board shall define and approve the bank’s strategic goals, its short, medium and long-term strategies and monitor implementation by management.

– The board shall ensure a review of the investment policies and strategies of the bank at least once every 3 years and submit same to the director of banking supervision.

– The board shall ensure that there is a business continuity plan(BCP) for the bank.

Finance Law :- Relevant Provisions of The CBN Guidelines on Corporate Governance For All Commercial/Merchant/Non-Interest/Payment Service Banks & Financial Holding Companies Part 2 – Officers of the board, access to Independent Professional Advice, Meetings, Tenures & Remuneration.

This chapter will be looking at the prescribed officers of the board of a bank or Financial Holding Company (FHC) as prescribed by the Central Bank of Nigeria (CBN) as well as their required qualifications, functions, meetings, prescribed tenures and remuneration aa well as access to independent professional advice.

What are the required offices of the board under the CBN Guidelines?

Chairman

– The qualifications and experience of the chairman of the board of a bank shall be as stated in extant guidelines on competency and fit & proper persons for the Nigerian banking sector.

– The chairman shall meet formally with the Non-executive directors (NEDs) of the board at least once every year.

– Where a bank is a member of a financial holding company or FHC, the chairman of the bank shall not sit on the board of FHC in any capacity and vice versa.

Managing Director/Chief Executive Officer (MD/CEO)

– The tenure of the MD/CEO of a bank shall be in accordance with the terms and conditions of engagement with the bank but subject to a maximum period of 12 years.

Deputy Managing Director (DMD) & Executive Director (ED) 

– The tenure of a DMD/ED of a bank shall be in accordance the terms of engagement with the bank but subject to a maximum period of 12 years.

– Where an ED becomes a DMD, an accumulative tenure of 12 years applies and shall not be extended.

– Where a DMD/ED becomes an MD/CEO of the same bank, his/her previous tenure as DMD/ED is not included in computing his/her tenure as MD/CEO.

Non-Executive Directors (NEDs)

– NEDs shall have unfettered access to corporate information from the MD/CEO, DMD, ED, company secretary, Internal auditor and heads of other control functions with direct/indirect reporting lines to the board while access to the other senior management shall be through the MD/CEO.

– NEDs, with the exception of INEDs of a bank shall serve for a maximum of 12 years comprising three terms of 4 years.

– To qualify as a NED in a bank, the proposed NED shall not be an employee of an FI except where the bank is promoted by that FI and the proposed NED is representing the interest of that FI(Financial Institution). 

– In the case of a commercial bank with an NIB(Non-Interest Bank) window, at least 1 NED shall be knowledgeable and/or have experience in the field of Islamic Commercial Jurisprudence.

Independent Non-Executive Directors (INEDs)

– The tenure for INEDs shall not exceed 2 terms of 4 years each.

– An INED shall have sound knowledge of the operations, relevant laws and regulations guiding the banking sector. The INED shall also have proven skills and competencies in his/her field.

– In addition to the requirements of recommended Practice 7 of the Nigerian Code of Corporate Governance 2018, an INED on the board of a bank shall not :-

a). be a former director or employee who has served in the bank at a senior management level;

b). be a former employee below senior management level, within the last 5 years;

c). have any immediate family member as a current employee in senior management positions;

d). have an immediate family member as a former employee of the bank who has served at senior management level in the preceding 5 years;

e). have material relationship with the bank or any of its officers, ACE members (in the case of an NIB) ,major  shareholders, subsidiaries and affiliates, a relationship which may impair the director’s ability to make independent judgments or compromise the directors objectivity in line with corporate governance best practices;

f). provide financial,legal or consulting services to the bank or its subsidiaries/affiliates or has done so in the past 5 years;

g). borrow funds from the bank, its officers, subsidiaries and affiliates;

h). be part or management, executive committee or board of trustees of an institution, charitable or otherwise, supported by the bank;

f). have served previously on the board of its FHC, subsidiary or related entity within the banking group.

– It shall be the responsibility of an INED to notify the board of any circumstance, event, transaction or relationship, which may impair the INED’s continued independence,as soon as such occurs.

– In the case of an NIB, at least one INED shall be knowledgeable and/or have experience in the field of Islamic finance or Islamic commercial jurisprudence.

– No person who has served as a member of the ACE in any bank shall transmit into an INED of the same bank.

Company Secretary

– The functions of a company secretary shall not be outsourced by banks.

– The qualifications and experience of a company secretary of a bank shall be in accordance with the extant guidelines on competency and fit & proper persons in the Nigerian banking sector.

– The role of a company secretary in a CMNIB, shall not be combined with that of the head legal/legal adviser without the approval of the CBN.

– In the case of PSBs, the functions of the company secretary may be combined with that of the head legal/legal adviser.

– The company secretary shall ensure that all board related compliance matters are made available to the Executive Compliance Officer (ECO) in a timely manner.

– The appointment and removal of the company secretary, shall be a matter for the board, subject to ratification by the CBN.

– The company secretary shall report directly to the board and have an indirect reporting line to the MD/CEO.

What are the provisions of the guidelines on access to independent professional advice?

– The bank shall facilitate access to relevant professional advice for its directors and/or board 

committees.

– Requests for independent professional advice by directors and/or board committees shall be a matter for board consideration and approval. The board shall keep proper records of its decisions on such requests.

– The board shall also keep detailed records of the professional advice provided to the concerned directors where the request is granted.

What are the provisions of the guidelines on meetings of a board and its committees?

– The schedule of meetings of the board and its committees shall be approved by the board ahead of each financial year.

– To effectively perform its oversight function and monitor management’s performance,the board and its committees shall meet at least once every quarter.

– Provided that where the remuneration committee is a stand-alone committee, it should meet on need basis st least once a year.

– Im the case of an NIB, the board shall meet formally with the ACE at least once every quarter while for a commercial bank with an NIB window, the board shall meet the ACE formally at the twice in a year.

– The meeting of the board and its committees shall be held at a specified location or virtually if physical meetings cannot be held.

– The quorum for the meetings of the board and its committees shall be 2/3 of members, majority of whom shall be NEDs.

– Every director is required to attend all meetings of the board and its committees that he it she is a member. In order to qualify for reappointment, a director must have attended at least 2/3rd of all board & committee meetings.

– Minutes of meetings of the board and Its committees shall be properly written in English language, adopted by members and signed off by the board/board committee chairman and company secretary, pasted in the minutes book and domiciled at the bank’s head office.

What are the provisions of the guidelines on cumulative tenure of the board?

The cumulative tenure of directors (EDs, DMDs, MDs & NEDs) on the board of the same bank is 24 years as provided by the guidelines and the cumulative period is calculated from the date of first appointment to the board of the bank.

What are the provisions of the guidelines on remuneration of the board?

– The board shall develop a remuneration policy which shall be discussed in the annual report.

– Banks shall align executive and board remuneration to its long-term interests and that of its shareholders.

– Remuneration by banks shall be sufficient to attract, retain and motivate staff. This shall be balanced against the bank’s interest to avoid paying excessive remuneration.

– The board shall approve the remuneration of MD/CEO, DMD, EDs, Senior Management & other employees, while the fees and allowances for the NEDs shall be fixed by the board and approved by shareholders at a general meeting. 

– NED remuneration shall be limited to director’s fees, sitting allowances for board & its committee meetings and reimbursable travel & hotel expenses. NEDs shall not receive benefits, salaries or any other allowances whether in cash or in kind other than those mentioned above.

–  Remuneration of the MD/CEO, DMDs & EDs shall be limited to performance and structured to prevent excessive risk-taking.

– Where stock options are adopted as part of executive remuneration or compensation, the board shall ensure they are not priced at a discount

-Share options shall be tied to performance and subject to the approval of the shareholders at an Annual General Meeting (AGM).

Finance Law :- Relevant Provisions of The CBN Guidelines on Corporate Governance For Commercial/Merchant/Non-Interest/ Payment Service Banks and Financial Holding Companies Part 3 – Risk Management & Internal Audit Functions, Internal Sharia Audit, & Compliance Functions.

This chapter talks about the provisions of the Central Bank of Nigeria (CBN) Guidelines on Corporate Governance regarding for Commercial/Merchant/ Non-Interest/ Payment Service Banks and Financial Holding Companies (FHCs) regarding risk management and internal audit as well as compliance requirements.

What are the provisions of the CBN Guidelines on risk management and Internal audit functions?

Risk Management Functions

– The approved Enterprise Risk Management (ERM) framework of a bank shall clearly describe the roles and responsibilities of the board, the BRMC(Board Risk Management Committee), the Executive Director of Risk , the Chief Risk Officer, Senior Management and Internal Control Functions.

– The qualification and experience of the head of the risk management function shall be in accordance with the extant guidelines on competency and fit and proper persons for the Nigerian Banking sector.

– The board shall ensure that the risk management function is headed by an Executive Director (ED)

– In the case of NIBs(Non-Interest Banks) with regional authorisation and Payment Service Banks (PSBs),the risk management function shall be headed by a senior management officer with relevant qualifications, competence and experience.

– The Chief Risk Officer (CRO) who shall not be below the grade of an Assistant General Manager (AGM) , shall report to the ED Risk who reports to the board.

– The board shall review the effectiveness of the implementation of risk management policies and procedures, at least annually.

– The board shall review the ERM framework at least once in 3 years.

– Banks shall disclose a summary of their risk management policies in their annual financial statements. In the case of a publicly quoted bank, such summary shall be hosted on its website.

Internal Audit Functions

– A bank shall not outsource its internal audit compliance functions.

– The qualification and experience of the head of internal audit shall be in accordance with the provisions of the extant guidelines on competency and fit and proper persons for the Nigerian banking sector.

– The appointment and removal of the head of internal audit shall be the responsibility of the board, subject to CBN’s approval.

– The head of internal audit, who shall not be below the rank of an AGM, shall report directly to the Board Audit Committee (BAC).

– An independent external assessment of the effectiveness of the internal audit function as provided in Recommended practice 18.6 of the Nigerian Code of Corporate Governance 2018, shall be carried out annually and the report submitted to the director, banking supervision department by latest the 31st of May following the end of every accounting year.

What are the provisions of the guidelines on internal Shariah audits?

– NIBs shall have an Internal Sharia audit function headed by an Internal Sharia Auditor (ISA) not below the rank of an Assistant General Manager (AGM). In the case of commercial banks with NIB windows, the head of the internal Sharia audit function shall not be below the rank of a manager.

– The head of the internal Sharia audit function shall provide an independent assessment on the quantity and effectiveness of the NIBs internal control, risk management systems and governance processes as well as the overall compliance of the NIB’s operations with the principles of Non-Interest banking.

– The ISA shall :-

a). Be responsible for determining NPI(if any) and shall ensure its disbursement to charity under the supervision of the bank’s ACE.

b). Ensure that a quarterly report on the disposal of the NPI is duly endorsed by the ACE and forwarded to the director, Banking Supervision Department (BSD), not later than 7 days after the end of each quarter.

c). Report directly to the BAC and indirectly to the ACE.

– The appointment and removal of the ISA , shall be the responsibility of the board in consultation with the ACE, subject to CBN ratification.

What are the provisions of the CBN guidelines regarding Compliance functions?

The guidelines provide that:-

– The ECO shall not combine his responsibility with any income generating activity.

– The ECO shall be responsible for :- 

a) cascading regulatory requirements and expectations (including accountability and responsibility) along control and operational functions, such as audit, risk management, finance, foreign exchange transactions, AML/CFT/CPF  , IT and Cybersecurity.

b). Presenting to the board all regulatory infractions and concerns.

– Banks shall have a Chief Compliance Officer(CCO) who shall not be below the rank of a general manager for commercial and Non-Interest banks with national and international authorization, and an assistant general manager for merchant banks and commercial and Non-Interest banks with regional authorisation.

– The CCO shall have the primary responsibility of monitoring and coordinating the implementation of regulatory requirements as cascaded by the ECO.

– The qualifications and experience of the CCO shall be in accordance with the provisions of the extant guidelines on competency and fit and proper persons for the Nigerian banking industry.

– The appointment and removal of the CCO shall be the responsibility of the board subject to CBN approval.

– The CCO shall report to the board through the ECO

What are the provisions of the guidelines regarding Sharia compliance functions?

– NIBs shall establish a Sharia review/Compliance (SRC) function that conducts regular assessment of the compliance of the NIB’s operations and activities in line with Sharia requirements.

– The Internal Sharia Compliance Officer (ISCO) shall :-

a). At a minimum, identify, measure, monitor and report on Sharia non-compliance risks(SNCR) in the operations of the NIBs on a daily basis.

b). Be responsible for reviewing all financing requests before disbursement to avoid SNCR.

c). Report directly to the CCO and indirectly to the ACE.

d). Not be below the rank of a manager or a lower rank in the case of a commercial bank with an NIB window.

– The appointment and removal of the ISCO shall be the responsibility of the board in consultation with the ACE subject to CBN ratification.

Finance Law:- Relevant Provisions of The CBN Guidelines on Corporate Governance For Commercial/Merchant/ Non-Interest Payment Service Banks and Financial Holding Companies Part 4 – Board Committees, Cooling-off Periods & Whistle-Blowing.

This chapter will be focused on the provisions of the Central Bank of Nigeria (CBN) Guidelines on Corporate Governance For Commercial/Merchant/Non-Interest/ Payment Service Banks Financial Holding Companies regarding board committees, their memberships & functions as well as whistle-blowing and cooling off periods regarding board membership appointments.

Board Committees

– The terms of reference and composition of board committees shall be set out in the board-approved charter for each committee.

– The membership of board committees shall be review and refreshed at least once every 3 years.

– All board committees shall be chaired by Non-Executive Directors (NEDs).  However, the Board Audit Committee (BAC), Board Nomination & Governance Committee (BNGC) and the Board Remuneration Committee (BRC) shall be chaired by INEDs.

– The chairman of the BNGC of an NIB shall be knowledgeable and experienced in Islamic Finance or Islamic Commercial Jurisprudence.

– In addition to the mandatory committees listed in Recommended Practice 11 1.6. of the Nigerian Code of Corporate Governance (NCCG) 2018, the board of any CMNIB shall also establish a Board Credit Committee (BCC) with oversight responsibility on credit matters.

– In the case of a Payment Service Bank (PSB), the board shall in addition to the mandatory committees listed in recommended practice 11 1.6 of NCCG 2018, establish a board committee responsible for Information & Communication Technology (ICT) & Cybersecurity.

– The chairman of the board shall not be in attendance by invitation or or otherwise in any of the board committee meetings.

– The Managing Director/Chief Executive Officer (MD/CEO), Deputy Managing Director DMD Executive Director EDs shall not be in attendance either by invitation or otherwise,at any meeting of the bosrf or its committees, where the remuneration of EDs will be discussed.

– The functions of the Board Risk Management Committee (BRMC) and the Board Audit Committee (BAC) shall not be combined for CMNIBs. This is provided that t at least 1 Non-Executive Director(NED) on the board of the bank shall be a member of both committees concurrently.

– Members of each of the board committee shall appoint one of its members as chairman.

– The establishment of subcommittees of board committees is prohibited.

The Board Audit Committee (BAC)

– The BAC shall consist of NEDs only.

– All members of the BAC of a bank shall be able to read and understand financial statements. At least one member of the BAC shall have relevant professional qualifications and experience in financial and accounting matters.

– At least one member of the BAC of a CMNIB shall be knowledgeable in innovative technology, ICT and/or Cybersecurity.

– In the case of a PSB, majority of the BAC shall be knowledgeable in innovative technology, ICT and/or Cybersecurity.

Board Risk Management Committee (BRMC)

– The BRMC of a bank shall be chaired by a NED and its composition shall include at least 2 NEDs and the ED in charge of risk management.

– In the case of an NIB, the BRMC shall be chaired by a NED and at least one of the NEDs shall have  the relevant qualification and experience in Islamic Finance or Islamic Commercial Jurisprudence.

What do the guidelines say about cooling-off periods?

– An executive (ED, DMD, or MD/CEO) who exits from the board of a bank either upon or prior to the expiration of his/her maximum tenure, shall serve out a cooling period of 2 years before being eligible for appointment as an NED in the same bank, subject to applicable cumulative tenure limits. 

– Where an executive of a banks is appointed to the board of its Financial Holding Company (FHC) in any role, a cooling off period of 3 years shall apply .

– Transmutation of an INED or an ACE in the case of an NIB, into any role in the same bank isn’t permitted.

– A NED shall serve out a cooling period of 2 years beyond being eligible for appointment in any executive role in the same bank.

– No cooling-off period shall apply when any director in a bank is appointed to the board of another bank is appointed to the board of another bank or an FHC outside the bank’s group.

– The tenure of auditors in a bank shall be a maximum period of 10 years, subject to the rotation of audit engagement partners at least once every 5 years. For an audit firm to be reappointed by the same bank, a cooling-off period of 10 years consecutive years shall be observed.

– Subject to the approval of the CBN, there shall be a cooling off period of 3 years  between the retirement of a partner from an audit firm currently auditing a bank and the appointment of such partner to the board of the same bank.

– The governor and deputy of the CBN, the MD/CEO and EDs of the Nigerian Deposit Insurance Corporation (NDIC) and the departmental directors of the CBN and NDIC, shall not be eligible for appointment in any capacity in a bank, until after a cooling-off period as may be prescribed by the board of the CBN or NDIC (as applicable).

What are the provisions of the guidelines on Whistleblowing?

Under the guidelines, banks shall comply with Recommended Practice 19 of NCCG 2018, as well as the provisions of the extant CBN Guidelines For Whistleblowing For Banks and Other Financial Institutions (OFIs) in Nigeria.


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