Npf Microfinance Bank PlcNSENG: NPFMCRFBK

Nccg report for year 2024

Apr 7, 2025 at 11:13 AM UTC · Issued by Npf Microfinance Bank Plc

FINANCIAL REPORTING COUNCIL OF NIGERIA

(Federal Ministry of Industry, Trade & Investment)

FRC/CG/001: TEMPLATE FOR REPORTING COMPLIANCE WITH THE NIGERIAN

CODE OF CORPORATE GOVERNANCE 2018

Section A: Introduction

Corporate Governance is a key driver of corporate accountability and business prosperity. The Nigerian Code of Corporate Governance, 2018 (NCCG 2018) seeks to institutionalize corporate governance best practices in Nigerian companies. It is also aimed at increasing entities' levels of transparency, trust and integrity, and create an environment for sustainable business operations.

The Code adopts a principle-based approach in specifying minimum standards of practice that companies should adopt. Where so required, companies are required to adopt the "Apply and Explain" approach in reporting on compliance with the Code. The 'Apply and Explain' approach assumes application of all principles and requires entities to explain how the principles are applied. This requires companies to demonstrate how the specific activities they have undertaken best achieve the outcomes intended by the corporate governance principles specified in the Code.

This will help to prevent a 'box ticking' exercise as companies deliberately consider how they have (or have not) achieved the intended outcomes. Although, the Code recommends practices to enable companies apply the principles, it recognises that these practices can be tailored to meet industry or company needs. The Code is thus scalable to suit the type, size and growth phase of each company while still achieving the outcomes envisaged by the principles.

This form seeks to assess the company's level of compliance with the principles in the NCCG 2018. Entities should explain how these principles have been applied, specify areas of deviation from the principles and give reasons for these deviations and any alternative practice(s) adopted.

Please read the instructions below carefully before completing this form:

i. Every line item and indicator must be completed.
ii. Respond to each question with "Yes" where you have applied the principle, and "No" where you are yet to apply the principle.
iii. An explanation on how you are applying the principle, or otherwise should be included as part of your response.
iv. Not Applicable (N/A) is not a valid response.

Section B - General Information

S/No.	Items	Details
i.	Company Name	NPF MICROFINANCE BANK PLC
ii.	Date of Incorporation	19th MAY, 1993
iii.	RC Number	220824
iv.	License Number
v.	Company Physical Address	1, Ikoyi road, Obalende, Lagos.
vi.	Company Website Address	www.npfmicrofinancebankplc.ng
vii.	Financial Year End	31st December
viii.	Is the Company a part of a Group/Holding Company? Yes/No If yes, please state the name of the Group/Holding Company	No
ix.	Name and Address of Company Secretary	Mrs Osaro Josephine Idemudia 1, Ikoyi road, Obalende, Lagos
x.	Name and Address of External Auditor(s)	Deloitte & Touche Civic Towers, Plot GA 1, Ozumba Mbadiwe Avenue, Victoria Island, Lagos
xi.	Name and Address of Registrar(s)	CardinalStone Registrars Ltd 335/337, Herbert Macaulay way, Yaba, Lagos
xii.	Investor Relations Contact Person (E-mail and Phone No.)	Mrs Osaro Josephine Idemudiaoidemudia@npfmicrofinancebankplc.ng
xiii.	Name of the Governance Evaluation Consultant	Financial Institutions Training Centre (Year 2023)
xiv.	Name of the Board Evaluation Consultant	DCSL Corporate Services Limited

Section C - Details of Board of the Company and Attendance at Meetings

1. Board Details:

S/No.	Names of Board Members	Designation (Chairman, MD, INED, NED, ED)	Gender	Date First Appointed/ Elected	Remark
1	Mr. Azubuko Joel Udah (Esq.)	Chairman	Male	23 July 2015	Exited the Board on 31 January 2024
2	Mr. Damilola Samuel Adegbuyi	Chairman	Male	13 June 2024	Appointed Chairman on 13 June 2024
3	Mr. Salihu Argunu Hashimu	Chairman	Male	28 June 2018	Exited the Board on 13 June 2024
4	Mr. Abdulrahman Satumari	Non-Executive Director	Male	28 June 2018	Exited the
(Indep)	Board on 31 January 2024
5	Mr. Usman Isa Baba	Non-Executive Director	Male	25 July 2019	Exited the Board on 31 January 2024
6	Mrs. Rakiya Edota Shehu	Non-Executive Director (Indep)	Female	28 June 2018	Exited the Board on 31 January 2024
7	Mr. Mutalib Atanda Akinlade	Non-Executive Director (Indep)	Male	February 1, 2024
8	Mr. Idrisu Dauda Dabban	Non-Executive Director	Male	February 1, 2024
9	Mr. Aduojo Friday Abah	Non-Executive Director (Indep)	February 1, 2024
10	Mr. Akinwunmi M. Lawal	Managing Director	26 June 2014	Retired on 21 July 2024
11	Mr. Habeeb Yusuf	Managing Director	13 June 2024
12	Mr. John K. Tizhe	Executive Director	2 January 2020
13	Mr. Francis C. Nelson	Executive Director	1 August 2017	Retired on 2 April 2024
14	Mr. Said Fagge	Non-Executive Director	26 January 2023
15	Mr. Oyeyemi Oyediran	Non-Executive Director	Male	September 26 2023
16	Mrs. Lydia Enemona Ameh	Non-Executive Director	September 26 2023
17	Mr. Sunday Felix Chukwurah	Non-Executive Director	Male	July 19, 2024
18	Mrs. Olamide Akin-Balogun	Executive Director	Female	February 1, 2024

2. Attendance at Board and Committee Meetings:

S/No.	Names of Board Members	No. of Board Meetings Held in the Reporting Year	No. of Board Meetings Attended in the Reporting Year	Membership of Board Committees	Designation (Member or Chairman)	Number of Committee Meetings Held in the Reporting Year	Number of Committee Meetings Attended in the Reporting Year
1	Mr. Azubuko Joel Udah (Esq.)	10	1	None	Chairman	None	None
2	Otunba Damilola Samuel Adegbuyi	10	8	None	Chairman	None	None
3	Mr. Salihu Argunu Hashimu	10	7	Board Governance, Nomination and Remuneration Committee	Member	6	1
Board Risk Management Committee	Member	4	1
Board Credit Committee	Member	4	1
Board Audit Committee	Member	5	1
4	Mr. Abdulrahman Satumari	10	1	Board Governance, Nomination and Remuneration Committee	Member	6	1
Board Risk Management Committee	Member	4	1
Board Audit Committee	Member	5	1
5	Mr. Usman Isa Baba	10	1	Board Risk Management Committee	Member	4	1
Board Credit Committee	Member	4	1
Finance and General Purpose Committee	Member	2	2
6	Mrs. Rakiya Edota Shehu	10	1	Board Audit Committee	Member	5	1
S/No.	Names of Board Members	No. of Board Meetings Held in the Reporting Year	No. of Board Meetings Attended in the Reporting Year	Membership of Board Committees	Designation (Member or Chairman)	Number of Committee Meetings Held in the Reporting Year	Number of Committee Meetings Attended in the Reporting Year
Board Governance, Nomination and Remuneration Committee	Member	6	1
Finance and General Purpose Committee	Member	2	2
7	Mr. Mutalib Atanda Akinlade	10	1	Board Governance, Nomination and Remuneration Committee	Member	6	5
Board Audit Committee	Member	5	4
8	Mr. Idrisu Dauda Dabban	10	1	Board Governance, Nomination and Remuneration Committee	Member	6	5
Board Risk Management Committee	Member	4	3
Board Credit Committee	Member	4	3
9	Mr. Aduojo Friday Abah	10	1	Board Governance, Nomination and Remuneration Committee	Member	6	5
Board Audit Committee	Member	5	4
Board Credit Committee	Member	4	3
10	Mr. Akinwunmi M. Lawal	10	8	Board Risk Management Committee	Member	4	3
11	Mr. Habeeb Yusuf	10	3	Board Risk Management Committee	Member	4	1
12	Mr. John K. Tizhe	10	10	Board Credit Committee	Member	4	4
13	Mr. Francis C. Nelson	10	4	Finance and General Purpose Committee	Member	2	2
14	Mr. Said Fagge	10	8	Board Governance, Nomination	Member	6	1

S/No.	Names of Board Members	No. of Board Meetings Held in the Reporting Year	No. of Board Meetings Attended in the Reporting Year	Membership of Board Committees	Designation (Member or Chairman)	Number of Committee Meetings Held in the Reporting Year	Number of Committee Meetings Attended in the Reporting Year
and Remuneration Committee
Board Audit Committee	Member	5	5
Board Credit Committee	Member	4	1
Finance and General Purpose Committee	Member	2	2
15	Mr. Oyeyemi Oyediran	10	10	Board Governance, Nomination and Remuneration Committee	Member	6	5
Board Risk Management Committee	Member	4	4
Board Credit Committee	Member	4	4
16	Mrs. Lydia Enemona Ameh	10	9	Board Credit Committee	Member	4	1
Board Audit Committee	Member	5	5
Board Governance, Nomination and Remuneration Committee	Member	6	6
Finance and General Purpose Committee	Member	2	2
17	Mr. Sunday Felix Chukwurah	Board Risk Management Committee	Member	4	1
Board Credit Committee	Member	4	1
Board Audit Committee	Member	5	2
18	Mrs. Olamide Akin-Balogun	10	2	NA	NA	NA	NA

Section D - Details of Senior Management of the Company

1. Senior Management:

S/No.	Names	Position Held	Gender
1	Mr. Habeeb Yusuf	Managing Director	Male
2	Mr John Kwabe Tizhe	ED, Operations	Male
3	Mrs Olamide Akin-Balogun	ED, Finance and Administration	Female
4	Mrs Osaro Josephine Idemudia	Company Secretary / Legal Adviser	Femaie
5	Mr Chima Wosu	Head, Credit Operations	Male
6	Mr Fidelis Omokhapue	Head, Internal Audit	Male
7	Mrs Yetunde A. Babarinde	Head, Administration	Female
8	Mr Isaac Jackson	Head, Enterprise Risk Management	Male
9	Mrs Fatima Olajumoke	Head, Marketing	Female
10	Mr Sunday Zovoe	Chief Compliance Officer	Male
11	Mr David Oludare Ariyo	Head, Strategy & Project Management	Male
12	Mr Philip Aiwekhoe	Chief Information Security Officer/ Data Protection Officer	Male
13	Mrs Kate Nkechi Ukah	Regional Head, East	Female
14	Mr Matthew Adejugba	Regional Head, South	Male
15	Mrs Nafisat Bello	Regional Head, North Central	Female
16	Mr Kabir Audi	Regional Head, North East & West	Male
17	Mr Abiodun Adelekan	Head, Information Technology	Male
18	Mrs Afusat Ekutti	Head, E-Business	Female

Section E - Application

Principles	Reporting Questions	Explanation on application or deviation
Part A - Board of Directors and Officers of the Board
Principle 1: Role of the Board "A successful Company headed effective which responsible providing is by an Board is for entrepreneurial and strategic leadership as well as promoting ethical culture and responsible corporate citizenship. As a link between stakeholders and the Company, the Board is to exercise oversight and control to ensure that management acts in the best interest of the shareholders and other stakeholders while sustaining the prosperity of the Company"	i) Does the Board have an approved Charter which sets out its responsibilities and terms of reference? Yes/No If yes, when was it last reviewed?	Yes, It was reviewed and approved by the Board on July 19, 2024.
Principle 2: Board Structure and Composition "The effective discharge of the responsibilities of the Board and its committees is assured by an appropriate balance of skills and diversity (including experience and gender) without compromising competence, independence and integrity "	i) What are the qualifications and experiences of the directors?	The Directors are appointed to ensure an appropriate balance of skills, qualifications and experiences. The Directors hold qualifications in various areas including Law, Financial Management, Accounting, Banking and Finance, Business Administration and Management.
ii) Does the company have a Board-approved diversity policy? Yes/No If yes, to what extent have the diversity targets been achieved?	Yes. The Board has met the target on its membership.
iii) Are there directors holding concurrent directorships? Yes/No If yes, state names of the directors and the companies?	No.
iv) Is the MD/CEO or an Executive Director a chair of any Board Committee? Yes/No If yes, provide Committees. the names of the	No
Principle Chairman 3: "The Chairman is responsible for providing overall leadership of the	i) Is the Chairman a member or chair of any of the Board Committees? Yes/no If yes, list them.	No
ii) At which Committee meeting(s) was the Chairman in attendance during the period under review ?	None
Principles	Reporting Questions	Explanation on application or deviation
Company and the Board, and eliciting the constructive participation of all Directors to facilitate effective direction of the Board"
iii) Is the Chairman an INED or a NED?	NED
iv) Is the Chairman a former MD/CEO or ED of the Company? Yes/No If yes, when did his/her tenure as MD end?	No
v) When was he/she appointed as Chairman?	13th June,2024
vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No If yes, specify which document	Yes. In the Board Charter
Principle 4: Managing Director/ Chief Executive Officer "The Managing Director/Chief Executive Officer is the head of management delegated by the Board to run the affairs of the Company achieve strategic objectives sustainable corporate performance" to its for	i) Does the MD/CEO have a contract of employment which sets out his authority and relationship with the Board? Yes/No If no, in which documents is it specified?	Yes
ii) Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes
iii) Which of the Board Committee meetings did the MD/CEO attend during the period under review?	Board Risk Management Committee
iv) Is the MD/CEO serving as NED in any other company? Yes/no. If yes, please state the company(ies)?	No
v) Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No	No
Principle 5: Executive Directors Executive Directors support the Managing Director/Chief Executive Officer in the operations and management of the Company	i) Do the EDs have employment? Yes/no contracts of	Yes
ii) If yes, do the contracts of employment set out the roles and responsibilities of the EDs? Yes/No If no, in which document are the roles and responsibilities specified?	Yes
iii) Do the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes.
iv) Are there EDs serving as NEDs in any other company? Yes/No If yes, please list	No
v) Are their memberships in these companies in line with Board-approved policy? Yes/No	No
Principle 6: Non-Executive Directors Non-Executive Directors bring to bear their knowledge, expertise and independent judgment on issues of strategy and performance on	i) Are the roles and responsibilities of the NEDs clearly defined and documented? Yes/No If yes, where are these documented?	Yes. They are documented in the Board Charter.
ii) Do the NEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No	Yes. Letter of appointment were issued to all the NEDS.
iii) Do the NEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes.
Principles	Reporting Questions	Explanation on application or deviation
the Board	iv) Are NEDs provided with information relating to the management of the company and on all Board matters? Yes/No If yes, when is the information provided to the NEDs	Yes. They are informed as events occur and at quarterly meetings.
v) What is the process of completeness and information provided? adequacy ensuring of the	Further investigation by the Internal Auditor and extensive deliberation with management.
vi) Do NEDs have unfettered access to the EDs, Company Secretary and the Internal Auditor? Yes/No	Yes
Principle 7: Independent Non-Executive Directors Independent Non-Executive Directors bring a high degree of objectivity to the Board for sustaining stakeholder trust and confidence"	i) Do the INEDs meet the independence criteria prescribed under Section 7.2 of the Code? Yes/No	Yes
ii) Are there any exceptions?	No
iii) What is the process of selecting INEDs?	By nomination and subsequently an investigation to ensure they are fit and proper to be an INED in line with Principle 7 of the Code.
iv) Do the INEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No	Yes
v) Do the INEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes.
vi) Does the Board ascertain and confirm the independence of the INEDs? Yes/No If yes, how often? What is the process?	Yes. The Governance, Nomination and Remuneration Committee at its meeting held on 17th October 2024 considered the independence of the INEDs in line with the criteria set by the Code for the appointment of INEDs.
vii) Is the INED a Shareholder of the Company? Yes/No If yes, what shareholding? is the percentage	None of the INEDs are shareholders.
viii) Does the INED have another relationship with the Company apart from directorship and/or shareholding? Yes/No If yes, provide details.	No.
ix) What are the remuneration? components of INEDs	Director's Fees, Sitting Allowance, Reimbursable travel and hotel expenses.
Principle Company Secretary 8: "The Company Secretary support the effectiveness of the Board by assisting the Board and management to develop good corporate governance practices and culture within the Company"	i) Is the Company Secretary in-house or outsourced?	In-house
ii) What is the qualification and experience of the Company Secretary?	L.L.B, B.L, Associate Member of the Institute of Chartered Secretaries and Administrators of Nigeria (ICSAN) over 30 Years experience
iii) Where the Company Secretary is an employee of the Company, is the person a member of senior management?	Yes
iv) Who does the Company Secretary report to?	The Company Secretary reports to the Managing Director/CEO and to the Chairman of the Board.
v) What is the appointment and removal process of the Company Secretary?	The Bank is guided by the provisions of Section 333 of the Companies and Allied Matters Act 2020.
vi) Who undertakes and approves the performance appraisal of the Company Secretary?	The Managing Director undertakes the appraisal performance evaluation which is subsequently approved by the Board

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