Npf Microfinance Bank PlcNSENG: NPFMCRFBK

Year 2025 nccg report

Mar 24, 2026 at 9:08 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:

Every line item and indicator must be completed.
Respond to each question with "Yes" where you have applied the principle, and "No" where you are yet to apply the principle.
An explanation on how you are applying the principle, or otherwise should be included as part of your response.
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	19thMAY, 1993
iii.	RC Number	220824
iv.	License Number
v.	Company Physical Address	1, Ikoyi road, Obalende, Lagos.
vi.	Company Website Address	https://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 Uzoaga -Ezulu Chinonye cuzoaga -ezulu@npfmicrofinancebankplc.ng
xiii.	Name of the Governance Evaluation Consultant	Financial Institutions Training Centre (Year 2023)
xiv.	Name of the Board Evaluation Consultant	IOD Centre for Corporate Governance

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

Board Details:

S/No.	Names of Board Members	Designation (Chairman, MD, INED, NED, ED)	Gender	Date First Appointed/ Elected	Remark
1	Mr. Damilola Samuel Adegbuyi	Chairman	Male	February 1, 2024	Appointed Chairman on 13 June 2024
2	Mr. Mutalib Atanda Akinlade	Non-Executive Director (Indep)	Male	February 1, 2024
3	Mr. Idrisu Dauda Dabban	Non-Executive Director	Male	February 1, 2024
4	Mr. Aduojo Friday Abah	Non-Executive Director	Male	February 1, 2024

		(Indep)
5	Mr. Habeeb Yusuf	Managing Director	Male	July 21 2024
6	Mr. John K. Tizhe	Executive Director	Male	2 January 2020
7	Mr. Said Fagge	Non-Executive Director	Male	26 January 2023
8	Mr. Oyeyemi Oyediran	Non-Executive Director	Male	September 26 2023
9	Mrs. Lydia Enemona Ameh	Non-Executive Director	Female	September 26 2023
10	Mr. Sunday Felix Chukwurah	Non-Executive Director	Male	July 19, 2024
11	Mrs. Olamide Akin-Balogun	Executive Director	Female	February 1, 2024

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	Otunba Damilola Samuel Adegbuyi	7	7	None	Chairman	None	None
2	Mr. Mutalib Atanda Akinlade	7	7	Board Governance, Nomination and Remuneration Committee	Member	6	6
				Board Audit Committee	Chairman	6	6
				Statutory Audit Committee	Member	5	5
				Board Risk Management Committee	Member	4	4
3	Mr. Idrisu Dauda Dabban	7	7	Board Governance, Nomination and Remuneration Committee	Member	6	6
				Board Risk Management Committee	Member	4	4
				Board Credit Committee	Chairman	4	4
4	Mr. Aduojo Friday Abah	7	7	Board Governance, Nomination and Remuneration Committee	Chairman	6	6
				Board Audit Committee	Member	6	6
				Board Credit Committee	Member	4	4
5	Mr. Habeeb Yusuf	7	7	Board Risk Management Committee	Member	4	3

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
6	Mr. John K. Tizhe	7	7	Board Credit Committee	Member	4	4
				Board Risk Management Committee	Member	4	4
7	Mr. Said Fagge	7	7	Board Governance, Nomination and Remuneration Committee	Member	6	1
				Board Audit Committee	Member	6	6
				Board Credit Committee	Member	4	3
8	Mr. Oyeyemi Oyediran	7	7	Board Governance, Nomination and Remuneration Committee	Member	6	6
				Board Risk Management Committee	Chairman	4	4
				Board Credit Committee	Member	4	4
9	Mrs. Lydia Enemona Ameh	7	7	Board Credit Committee	Member	4	4
				Board Audit Committee	Member	6	6
				Board Governance, Nomination and Remuneration Committee	Member	6	6
10	Mr. Sunday Felix Chukwurah	7	7	Board Risk Management Committee	Member	4	4

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 Credit Committee	Member	4	4
				Board Audit Committee	Member	6	6
11	Mrs. Olamide Akin-Balogun	7	7	Board Risk Management Committee	Member	4	4

Section D - Details of Senior Management of the Company

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 Isiaka Ameh	Chief Compliance Officer	Male
11	Mr David Oludare Ariyo	Head, Strategy & Project Management	Male
12	Mrs Mussara Ogunsusi	Head, Customer Experience	Female
13	Mr Philip Aiwekhoe	Chief Information Security Officer/ Data Protection Officer	Male
14	Mr Matthew Adejugba	Regional Head, Lagos Region	Male
15	Mrs Nafisa Bello	Regional Head, North Central	Female
16	Mr Kabir Audi	Regional Head, North West	Male
17	Mr Abiodun Adelekan	Head, Information Technology	Male
18	Mrs Afusat Ekutti	Head, E-Business	Female
19	Mr Sunday Ibitoye	Regional Head, South West region	Male
20	Mr Andrew Diji	Regional Head, South South region	Male
21	Mrs Omonigho Unuigbe	Regional Head, South West region	Female
22	Mr Aminu Abubakar	Regional Head, North East region	Male

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	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.
"A successful Company is headed by an effective Board which is responsible for providing 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"
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 its target on 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 the names of the Committees.	No
Principle 3: Chairman	i) Is the Chairman a member or chair of any of the Board Committees? Yes/no If yes, list them.	No

Principles	Reporting Questions	Explanation on application or deviation
"The Chairman is responsible for providing overall leadership of the Company and the Board, and eliciting the constructive participation of all Directors to facilitate effective direction of the Board"	ii) At which Committee meeting(s) was the Chairman in attendance during the period under review ?	None
	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	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
"The Managing Director/Chief Executive Officer is the head of management delegated by the Board to run the affairs of the Company to achieve its strategic objectives for sustainable corporate performance"	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)?	Yes Microfinance Agricultural Learning and Development Centre
	v) Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No	Yes
Principle 5: Executive Directors	i) Do the EDs have contracts of employment? Yes/no	Yes
Executive Directors support the Managing Director/Chief	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
Executive Officer in the operations and management of the Company
	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	They are not serving as NEDs in any other company
Principle 6: Non-Executive Directors	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.
Non-Executive Directors bring to bear their knowledge, expertise and
	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.

Principles	Reporting Questions	Explanation on application or deviation
independent	iii) Do the NEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes.
judgment on issues
of strategy and
performance on the Board
performance on 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 ensuring completeness and adequacy of the information provided?	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	i) Do the INEDs meet the independence criteria prescribed under Section 7.2 of the Code? Yes/No	Yes
Independent Non-Executive Directors bring a high degree of objectivity to the Board for sustaining stakeholder trust and confidence"	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. This is done annually. The Governance, Nomination and Remuneration Committee at its meeting held on 21st October 2025 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 is the percentage shareholding?	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 components of INEDs remuneration?	Director's Fees, Sitting Allowance, Reimbursable travel and hotel expenses.
Principle 8: Company Secretary "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	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.

Principles	Reporting Questions		Explanation on application or deviation
Company"	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
Principle 9: Access to Independent Advice	i) Does the company have a Board-approved policy that allows directors access to independent professional advice in the discharge of their duties? Yes/No If yes, where is it documented?		Yes, This is contained in the various committee charters as well as their letters of appointment.
"Directors are sometimes required to make decisions of a technical and complex nature that may require independent external expertise"
	ii) Who bears the cost for the independent professional advice?		The cost is borne by the Bank .
	iii) During the period under review, did the Directors obtain any independent professional advice? Yes/No If yes, provide details.		Yes. Legal opinion on a court decision.
Principle 10: Meetings of the Board "Meetings are the principal vehicle for conducting the business of the Board and successfully fulfilling the strategic objectives of the Company"	i) What is the process for reviewing approving minutes of Board meetings?	and	Copies of the minutes of a previous Board meeting are circulated to all members ahead of the next meeting. They are reviewed page by page at the meeting. After the review, a member of the Board moves the motion for adoption of the minutes and another director seconds the motion. The minutes are then adopted and subsequently signed by the Chairman and Secretary.
	ii) What are the timelines for sending minutes to Directors?	the	At least seven (7) days.
	iii) What are the implications for Directors who do not meet the Company policy on meeting attendance?		None currently. However the Bank is guided by the provisions of existing regulations on this.
Principle 11: Board Committees	i) Do the Board Committees have Board-approved Charters which set out their responsibilities and terms of reference? Yes/No		Yes
"To ensure efficiency and effectiveness, the Board delegates some of its functions, duties and responsibilities to well-structured committees, without abdicating its responsibilities"
	ii) What is the process for reviewing and approving minutes of Board Committee of meetings?		Hard copies of the previous minutes of the Board committee meeting are circulated to all members ahead of the next meeting. They are reviewed page by page at the meeting. After the review, a member of the committee moves the motion for adoption of the meeting and another director seconds the motion and the minutes are adopted.
	iii) What are the timelines for sending minutes to the directors?	the	At least seven (7) to fourteen (14)) days.
	iv) Who acts as Secretary to board committees?		The Company Secretary
	What Board Committees are responsible for the following matters? Nomination and Governance Remuneration Audit Risk Management		Board, Governance, Nomination and Remuneration Committee Board Governance, Nomination and Remuneration Committee Board Audit Committee Board Risk Management Committee
	vi) What is the process of appointing the chair of each committee ?		Nomination by the Chairman and approved by the Board
	Committee responsible for Nomination and Governance
	vii) What is the proportion of INEDs to NEDs on the Committee responsible for Nomination and Governance?		The Committee is made up of six (6) Non-Executive Directors and the proportion is Two (2) INEDs and Four(4) NEDs.

Principles	Reporting Questions	Explanation on application or deviation
	viii) Is the chairman of the Committee a NED or INED ?	INED
	ix) Does the Company have a succession plan policy? Yes/No If yes, how often is it reviewed?	Yes The policy was last reviewed on 17th August 2023
	x) How often are Board and Committee charters as well as other governance policies reviewed?	When there are amendments to regulatory guidelines or at least every 3 years.
	xi) How does the committee report on its activities to the Board?	The Committee prepares and presents a written report at all quarterly meeting of the Board.
	Committee responsible for Remuneration
	xii) What is the proportion of INEDs to NEDs on the Committee responsible for Remuneration?	The Committee is made up of six (6) Non-Executive Directors and the proportion is Two (2) INEDs and Four(4) NEDs.
	xiii) Is the chairman of the Committee a NED or INED ?	INED
	Committee responsible for Audit
	xiv) Does the Company have a Board Audit Committee separate from the Statutory Audit Committee? Yes/No	Yes
	xv) Are members of the Committee responsible for Audit financially literate? Yes/No	Yes
	xvi) What are their qualifications and experience?	They are highly qualified, experienced and knowledgeable as defined in the Charter.
	xvii) Name the financial expert(s) on the Committee responsible for Audit	Mr. Mutalib Atanda Akinlade is a reputable Chartered Accountant. Mrs Lydia Ememona Ameh has a Bsc in Accounting
	xviii) How often does the Committee responsible for Audit review the internal auditor's reports?	Quarterly
	xix) Does the Company have a Board approved internal control framework in place? Yes/No	Yes. The Bank has an approved Internal Control framework in place.
	xx) How does the Board monitor compliance with the internal control framework?	Periodic review of the Internal Control Report and Compliance Report.
	xxi) Does the Committee responsible for Audit review the External Auditors management letter, Key Audit Matters and management response to issues raised? Yes/No Please explain.	Yes, these are presented to the Board Audit Committee for consideration.
	xxii) Is there a Board-approved policy that clearly specifies the non-audit services that the external auditor shall not provide? Yes/No	Yes.
	xxiii) How many times did the Audit Committee hold discussions with the head of internal audit function and external auditors without the management during the period under review?	Once. 27th May, 2025

Principles	Reporting Questions	Explanation on application or deviation
	Committee responsible for Risk Management
	xxiv)Is the Chairman of the Risk Committee a NED or an INED?	NED
	xxv) Is there a Board approved Risk Management framework? Yes/No? If yes, when was it approved?	Yes. The reviewed framework was approved by the Board on 21st October 2022. However, it is currently undergoing review.
	xxvi)How often does the Committee review the adequacy and effectiveness of the Risk Management Controls in place? Date of last review	This is reviewed quarterly. 20th January, 2026
	xxvii) Does the Company have a Board- approved IT Data Governance Framework? Yes/No If yes, how often is it reviewed?	Yes. It was approved on April 28, 2025
	xxviii) How often does the Committee receive and review compliance report on the IT Data Governance Framework?	Quarterly
	xxix) Is the Chief Risk Officer (CRO) a member of Senior Management and does he have relevant experience for this role? Yes/No	Yes
	xxx) How many meetings of the Committee did the CRO attend during the period under review?	Four (4)
Principle 12: Appointment to the Board "A written, clearly defined, rigorous, formal and transparent procedure serves as a guide for the selection of Directors to ensure the appointment of high-quality individuals to the Board"	i) Is there a Board-approved policy for the appointment of Directors? Yes/No	Yes.
	ii) What criteria are considered for their appointment?	The Board takes into consideration the strengths and weaknesses of the Board. It also considers the required competence, skills and expertise The Board approved criteria is in line with paragraph 12.1 of the Code and the policy on Director's appointment.
	iii) What is the Board process for ascertaining that prospective directors are fit and proper persons?	A formal interview is conducted by the Governance, Nomination and Remuneration Committee for nominees and background checks analysed. Recommendation is thereafter made to the Board on all new appointments. The Board also submits the names of the nominees to Regulators for approval. The Board process for ascertaining that prospective directors are fit and proper persons is in line with paragraph 12 of the Code.
	Is there a defined tenure for the following: The Chairman The MD/CEO INED NED EDs	Yes
	v) Please state the tenure	The Chairman - 3 Terms of 3Years Each The MD/CEO - Initial Fixed Term of 5 Years with a maximum period of 10 Years in line with the CBN Regulation. INED - 2 Terms of 4 Years Each

Principles	Reporting Questions	Explanation on application or deviation
		NED - 3 Terms of 3 Years Each EDs - Initial Fixed Term of 5 Years with a maximum period of 10 Years
	vi) Does the Board have a process to ensure that it is refreshed periodically? Yes/No?	Yes
Principle 13: Induction and Continuing Education "A formal induction programme on joining the Board as well as regular training assists Directors to effectively discharge their duties to the Company"	i) Does the Board have a formal induction programme for new directors? Yes/No	Yes
	ii) During the period under review, were new Directors appointed? Yes/No If yes, provide date of induction.	No
	iii) Are Directors provided relevant training to enable them effectively discharge their duties? Yes/No If yes, provide training details.	Yes. All Directors participate in periodic, relevant and continuing training programmes. Please see attached.
	iv) How do you assess the training needs of Directors?	Their responsibilities on the Board are considered as well as emerging trends and issues in the industry.
	v) Is there a Board-approved training plan? Yes/No	Yes. This is prepared and approved annually.
	vi) Has it been budgeted for? Yes/No	Yes. This is captured in the budget.
Principle 14: Board Evaluation "Annual Board evaluation assesses how each Director, the committees of the Board and the Board are committed to their roles, work together and continue to contribute effectively to the achievement of the Company's objectives"	i) Is there a Board-approved policy for evaluating Board performance? Yes/No	Yes. The Bank is also guided by the provisions of the various Codes of Corporate Governance.
	ii) For the period under review, was there any Board Evaluation exercise conducted? Yes/No	Yes. The Board evaluation exercise for Year 2025 was conducted and has been concluded.
	iii) If yes, indicate whether internal or external. Provide date of last evaluation.	It was conducted by an independent external consultant. February, 2026.
	iv) Has the Board Evaluation report been presented to the full Board? Yes/No If yes, indicate date of presentation.	No March 6, 2026
	v) Did the Chairman discuss the evaluation report with the individual directors? Yes/No	No
	vi) Is the result of the evaluation for each Director considered in the re-election process? Yes/No	Yes
Principle 15: Corporate Governance Evaluation "Institutionalizing a system for evaluating the Company's corporate governance practices ensures that its governance standards, practices and processes are	i) For the period under review, has the Company conducted a corporate governance evaluation? Yes/No If yes, provide date of the evaluation.	No. The last evaluation was carried out in March 2024 in line with Principle 15.1 that this should be carried out at least once in three years. The evaluation will be conducted for Year 2026.
	ii) Is the result of the Corporate Governance Evaluation presented and considered by the Board? Yes/No	Not applicable
	iii) lIf yes, please indicate the date of1 last presentation.	Not Applicable
	iv) Is the summary of the Corporate Governance Evaluation included in the annual reports and Investors portal? Yes/No	Yes

Principles	Reporting Questions	Explanation on application or deviation
adequate and effective"
Principle 16: Remuneration Governance "The Board ensures that the Company remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term"	i) Is there a Board-approved Directors' remuneration policy? Yes/No If yes, how often is it reviewed?	Yes. The Policy was last reviewed on 17August 2023 Every 3 years.
	ii) Provide details of directors' fees, allowances and all other benefits paid to them during the period under review	See annexure below.
	iii) Is the remuneration of NEDS presented to shareholders for approval? Yes/No If yes, when was it approved?	Yes. It was approved at the last Annual General Meeting held on 31st October 2024.
	iv) What portion of the NEDs remuneration is linked to company performance?	None
	v) Is there a Board-approved remuneration policy for Executive and Senior management? Yes/No If yes, to what extent is remuneration linked to company performance?	Yes Bonuses are earned based on the Company's performance.
	vi) Has the Board set KPIs for Executive Management? Yes/No	Yes
	vii) If yes, was the performance measured against the KPIs? Yes/No	Yes
	viii) Do the MD/CEO, EDs and Company Secretary receive a sitting allowance and/or directors' fees? Yes/No	No
	Which of the following receive sitting allowance and/or fees: MD/CEO ED Company Secretary Other Senior management staff	None of the listed persons
	x) Is there a Board-approved clawback policy for Executive management? Yes/No If yes, attach the policy.	Yes
Principle 17: Risk Management "A sound framework for managing risk and ensuring an effective internal control system is essential for achieving the strategic objectives of the Company"	i) Has the Board defined the company's risk appetite and limit? Yes/No	Yes
	ii) How often does the company conduct a risk assessment?	Quarterly
	iii) How often does the board receive and review risk management reports?	Quarterly.
Principle 18: Internal Audit "An effective	i) Does the company have an Internal Audit function? Yes/No If no, how has the Board obtained adequate assurance on the effectiveness of internal	Yes

Principles	Reporting Questions	Explanation on application or deviation
internal audit function provides assurance to the Board on the effectiveness of the governance, risk management and internal control systems"	processes and systems?
	ii) Does the company have a Board-approved internal audit charter? Yes/No	Yes
	iii) Is the head of internal audit a member of senior management? Yes/No	Yes
	iv) What is the qualification and experience of the head of internal audit?	Bsc Banking and Finance, Masters in Management. Fellow, Institute of Chartered Accounts of Nigeria (ICAN) with over 17 Years of experience.
	v) Does the company have a Board-approved annual risk-based internal audit plan? Yes/No	Yes
	vi) Does the head of the internal audit function report at least once every quarter to the committee responsible for audit, on the adequacy and effectiveness of management, governance, risk and control environment; deficiencies observed and management mitigation plans? Yes/No	Yes.
	vii) Is there an external assessment of the effectiveness of the internal audit function at least once every three years by a qualified independent reviewer appointed by the Board? Yes/No If yes, when was the last assessment?	Yes. October 28, 2025
	viii) Who undertakes and approves the performance evaluation of the Head of Internal Audit?	Board Audit Committee
	i) Does the company have a Board-approved whistleblowing framework? Yes/No If yes, when was the date of last review	Yes. The reviewed policy was approved on 28th April, 2025
	ii) Does the Board ensure that the whistleblowing mechanism and are process reliable, accessible to all stakeholders, guarantees anonymity and protection of the whistleblower? Yes/No	Yes
	Is the Audit committee provided with the following reports on a periodic basis? Reported cases Process and results of Investigated cases	Yes
Principle 20: External Audit "An external auditor is appointed to provide an independent opinion on the true	i) Who makes the recommendations for the appointment, re-appointment or removal of external auditors?	The Board Audit Committee subject to the approval of Shareholders at the Annual General Meeting.
	ii) Who approves the appointment, re-appointment, and removal of External Auditors?	Shareholders at Annual General Meeting.
	iii) When was the first date of appointment of the External auditors?	22nd June 2023

Principles	Reporting Questions	Explanation on application or deviation
and fair view of the financial statements of the Company to give assurance to stakeholders on the reliability of the financial statements"	iv) How often are the audit partners rotated?	Every five (5) Years in line with the regulation.
Principle 21: General Meetings "General Meetings are important platforms for the Board to engage shareholders to facilitate greater understanding of the Company's business, governance and performance. They provide shareholders with an opportunity to exercise their ownership rights and express their views to the Board on any areas of interest"	i) How many days prior to the last general meeting were notices, annual reports and any other relevant information dispatched to Shareholders?	At least 21 days prior to the last general meeting, notices, annual reports and any other relevant information were dispatched to shareholders in line with the CAMA 2020.
	ii) Were the Chairmen of all Board Committees and the Chairman of the Statutory Audit Committee present to respond to Shareholders' enquiries at the last meeting? Yes/No	Yes.
Principle 22: Shareholder Engagement "The establishment of a system of regular dialogue with shareholders balance their needs, interests and expectations with the objectives of the Company"	Is there a Board-approved policy on shareholders' engagement? Yes/No If yes: when was it last reviewed? Is the policy hosted on the company's website?	Yes. There is a Communication and Disclosure Policy which applies to all Stakeholders. It was reviewed on 26th September 2023. Yes
	ii) How does the Board engage with Institutional Investors and how often?	Through written communication via e-mails and letters.
Principle 23: Protection of Shareholder Rights "Equitable treatment of shareholders and the protection of their statutory and general rights, particularly the interest of minority shareholders, promote good	i) Does the Board ensure that adequate and timely information is provided to the shareholders on the Company's activities? Yes/No	Yes. Quarterly publications of the financial statements, and upload of information on NGX Issuer's portal as well as publication of Annual Report and on the bank's website.

Principles	Reporting Questions	Explanation on application or deviation
governance"
Principle 24: Business Conduct and Ethics "The establishment of professional business and ethical standards underscore the values for the protection and enhancement of the reputation of the Company while promoting good conduct and investor confidence"	Does the company have a Board-approved Code of Business Conduct and Ethics (COBE) that guides the professional business and ethical standards? Yes/No If yes: Has the COBE been communicated to all internal and external Stakeholders? Yes/No Is the COBE applicable to any or all of the following: Board Senior management Other employees Third parties	Yes Yes. It is aplicable to all those listed.
	ii) When was the date of last review of the policy?	15th March 2022
	iii) Has the Board incorporated a process for identifying, monitoring and reporting adherence to the COBE? Yes/No	Yes
	iv) What sanctions were imposed for the period under review for non-compliance with the COBE?	Non-Compliance was not reported within the period under review.
Principle 25: Ethical Culture "The establishment of policies and mechanisms for monitoring insider trading, related party transactions, conflict of interest and other corrupt activities, mitigates the adverse effects of these abuses on the Company and promotes good ethical conduct and investor confidence"	Is there a Board- approved policy on insider trading? Yes/No If yes: When was the last date of review? How does the Board monitor compliance with this policy?	Yes. There is a Securities Trading Policy to monitor insider dealings. 26th September 2023. Monthly report from Registrars.
	Does the company have a Board approved policy on related party transactions? Yes/No If yes: When was the last date of review? How does the Board monitor compliance with this policy? Is the policy applicable to any or all of the following: Board Senior management Other employees (Specify) Third parties (Specify)	Yes. It was approved on 22nd October 2021 It applies to the Board, Management, Directors, shareholders owning more than 5% or more of the Bank's shares.
	iii) How does the Board ensure adequate disclosure of Related Party Transactions by the responsible parties?	The Audit Committee is saddled with the responsibility of administering the policy.
	Does the company have a Board-approved policy on conflict of interest? Yes/No If yes: When was the last date of review? How does the Board monitor compliance with this policy? Is the policy applicable to any or all of the following: Senior management Other employees (Specify)	Yes. It was reviewed on 26th September 2023. The Governance, Nomination and Remuneration Committee ensures that members are aware of their obligations to disclose any conflict of interest. Yes. It applies to all staff.

Principles	Reporting Questions	Explanation on application or deviation
Principle 26: Sustainability "Paying adequate attention to sustainability issues including environment, social, occupational and community health and safety ensures successful longterm business performance and projects the Company as a responsible corporate citizen contributing to economic development"	i) Is there a Board-approved sustainability policy? Yes/No If yes, when was it last reviewed?	Yes. It was approved on 29th July 2021.
	ii) How does the Board monitor compliance with the policy?	Through Management.
	iii) How does the Board report compliance with the policy?	Periodic reporting to NGX in line with the NGX guideline.
	iv) Is there a Board-approved policy on diversity in the workplace? Yes/No If yes, when was it last reviewed?	Yes. It was approved on 29th July 2021.
Principle 27: Stakeholder Communication "Communicating and interacting with stakeholders keeps them conversant with the activities of the Company and assists them in making informed decisions"	i) Is there a Board-approved policy on stakeholder management and communication? Yes/No	There is a communication and Disclosure policy which applies to Stakeholders
	ii) Does the Company have an up to date investor relation portal? Yes/No If yes, provide the link.	Yes https://npfmicrofinancebankplc.ng/investor-relations/
Principle 28: Disclosures "Full and comprehensive disclosure of all matters material to investors and stakeholders, and of matters set out in this Code, ensures proper monitoring of its implementation which engenders good corporate governance practice"	i) Does the company's annual report include a summary of the corporate governance report? Yes/No	Yes.
	ii) Has the company been fined by any regulator during the reporting period? Yes/No If yes, provide details of the fines and penalties.	No.

Section F - Certification

*'o t›cioby make fhis ‹:l*clorotion in good foilh and confirm tt›oI lhe information providod in lhis loim is

Chairman of the Board Of Directors Chairman of lhe Committee responslblo (or Governance Name: OTUNBA DAMiLOLA SAMUEL ADEGBUYI Nome: MR ADUOJO FRIDAY A8AH Esq

Signoluro:

Dole:

Managing Director/Chief Executive Officer Company Secretary/Chief Compllonce Offlcer

Date: @›

Nom•: .'vtR HA9EEB AMUD yusUF Nome: /vtRS OSARO J. IDEMUDIA

Signolu

Dole:

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

NPF MFB PLC - NON- EXECUTIVE DIRECTORS' FEES AND ALLOWANCES 2025

BOARD CHAIRMAN		N
Sitting Allowance for Full Board meeting		1,000,000.00
Out of station allowance for meetings		375,000.00
Flight Allowance for meetings		530,000.00
Annual Director's fees		8,000,000.00
OTHER NON -EXECUTIVE DIRECTORS
Sitting Allowance for a full board meeting		750,000.00
Sitting Allowance as Chairman, Board Committee		550,000,00
Sitting Allowance as committee member		400,000,00
Out of station allowance for meetings		300,000,00
Flight Allowance for meetings		480,000.00
Annual Director's fees STATUTORY AUDIT COMMITTEE MEMBERS		6,000,000,00
Chairman	Sitting Allowance	130,000.00
Other Non-Directors	Sitting Allowance	110,000.00

TRAINING ATTENDED BY DIRECTOIVIN 2025

* Institute of Uircc"toi"s (IOD)

3 l3CSL Corpoiatc

Services 1.id

4* Institute of Dircclors (IOD)

5 1-l"l"C / NAi'v1li

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7 Institute of

Directors (IOD)

'l'lie hoard Cli‹iir: First Amongst

1-quals

l'inance for Non-l°inance Dircctors

Str cngtlicninsHoard Oversight and Man seiiiclit Holes in Advance Credit Itisk Management and Sti"atcgic Loan Restructuring.

Cybcr Security Govcrnancc and Risk

(J›‹crsight in I'vlicrofiitaitcc

lndcpcndcnt Directors Maslcrclass

AMI.-CI'"l'-CI'I' Compliance for Dilcctois

ACI' Lydia Aijjti[l, AIR tJycdifilHy ASI' Said l'aggc Mr. Johli 'l"izlic

Mr. Ottinba Damilola Samuel Adcgbriyi

Mr. Lauda Dabban Idrisu, Chief Cliukivurali Sunday All Directors

Mr. Jtl1‹1lib Akiiilade, i3arr. Aduojo Abali

13' -l4'h

2025

I 5--19

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l'cbruary

7th August

2nJ _3nI

July 2025

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INTERNATIONAL TRAINING

$/i

F:icilitating Institution

lnslittitc of l3ircctors (lOl3)

S--11

April

19"' -22'i

lnlcriialitinal Dir eclors I'r‹igrairiinc

ASI' Lydia Amcli, Mrs Olaiiiidc 11 -13 Akin-liiilogun November

Ml I-Iabecb Aintida Yusuf. Mr John 'l'izhc. AIG Oycycini Adesojc O CdiFan, AC)' Said 1 aggc

l9igilal liiovation: Stiiiiulating a Culture of Intraprcncui'ship in a Digital Age

Otunba Daiiiilola Saiiiticl Adcgbtiji, her Idrisu I3auda, Nlr Mutalib Akinlade, Eari Adiiojo Abali, Chief Sunday Chiikwuiah

IJuilding Board ^sility in IJusincss Disruptions

'Fopics

CLAWBACK POLICY

NPF MICROFINANCE BANK PLC

CLAWBACK I'OLICY OF NPP MICROFINANCE BANK PLC

OBJECTIVE

The Board of Directors of NPF Microfinance Bank Plc ("NPF MFB") has adopted this policy in line with the provisions of Section 16.9 of the Nigerian Code of Corporate Governance, 2018 (NCCG) in order to maintain a culture of focused, diligent and responsible management which discourages conduct detrimental to the growth of Nrr MrB and to ensure that incentive-based compensation paid by the Company to Executive Directors and Key Management Staff is based upon accurate

, financial data.

COVERAGE

This Policy applies to all Executive Directors and other Key Management Staff (KMS) of NPF MFB. The Key Management Staff whose incentive-based compensation is covered by this policy includes: Departmental heads, Regional Heads and Branch ManaSt2rs.

2"his Policy continues to apply to any Employee designated as a Key Management

Staff in any financial year, until the date he or she ceases to be an Employee of NPF

MMII.

ADMINISTRATION

The Policy will be administered by the Board Governance, Nomination and Remuneration Committee ("the Committee") unless the Board of Directors determines to administer the Policy itself. Any decision made by the Committee shall be taken by a vote of the majority of its members present at the meeting where decision on the implementation of the Policy is to be taken.

DEFINITIONS

The following defined terms are used in this Policy:

)IlCfllltlV0-Based Compensation- This include any compensation, including cash and equity, which is granted, earned or vested based wholly or in part upon the attainment of any financial reporting measure and it is considered received in the financial year in which llie applicablefinancial result is atlained, regardless of the actual payment date.

Accounting Restatement- This is the process of revising previously issued audited Financial Statements to correct one or more errors that are material to those Financial Statements.

Financial Reporting Measures: Thesc are the requirements that are determined and presented in accordance with the accounting principles used in preparing NPF MFB's

Financial Statements and any measures derived wholly or in part from such financial information.

PROCEDURE

Follow ing the effective date of this Policy, if NPF MFB is required to prepare an accounting restatement due to material non-compliance with any financial reporting requirements under Nigerian laws/regulations, the Committee in its sole discretion shall seek to recover any Incentive-Based Compensationpaid, granted or awarded to or received or earned by or vested in favoilr of any current or former Exccutive Director or Key Management Staff, if all of the following occur:

All or a portion of NPF MFB audited Financial Statements are materially restated for any period during the preceding three (3) financial years or the financial year in which the restatement occurs.
The amount of Incentive-Based Compensation paid or payable to the Executive Director/Key Management Staff would have been lcss if the original audited Financial Statements were correct at the time the amount of Incentive-Based Compensation was first determined.
The Incentive-Based Compensation became payable to the Executive Director/Key Manageiiient Staff" in connection with the achievement of" any financial performance measures for the preceding three (3) financial years or the financial year in which the restatement occurs.
The Board has determined that the Executive Director or Key Management Staff has ivillfully committed an act of fraud, dishonesty or recklessness in the performance of his or her duties which contributed to the non-compliance that resulted in NPF MFB having to preparc an tlCCountins restatement.

SOURCES OF RECOVERY

Any recovery under this Policy may be from direct reimbursement from the Executive Director or Key Management Staff or deduction from Salary or future payments and awards ofIncentive-Based Compensation.

TIME PERIOD COVERED BY POLICY

This Policy applies to any Incentive-Based Compensation paid, granted, awarded, received or earned by any former or current Executive Director or Key Management Staff in the current period and the last three (3) preceding financial years.

PROCEss or RECOVERY

Before the Committee decides to seek recovery pursuant to this Policy, it shall provide the Executive Director or Key Management Staff the opportunity to be heard at the meeting of the Committee where the decision is to be taken.

If the Committee determines to seek i ccovery of excess compensation pursuant to this Policy, it shall inform the designated Executive Director or Key Management Staff in writins of the decision of the Committee and require that the designated Executive Dircctor or Key Management Staff repay the excess compensation to NPF MFD within a specified time.

lf the designated Executive or Key Management Staff does not within such specified tiinc repay the excess compensation to NPF MFB, and the Committee determines that thc designated Executive Director or Key Management Staff is unlikely to repay NPF MFB, the Committee may recommend to the Board that legal proceedings be instituted against the designated Executive Director or Key Management Staff for such repayment if it deems it in the interests of NPF MFB to do so.

NO ADDITIONAL PAYMENTS

ln no event shall NPF MFB bc required to award Executive Directors or Key Management Staff an additional payment if the restated or accurate financial results would have resulted in a higher incentive compensation payment.

EFFECTIVE DATE

This Policy shall be effective from the date of its approval by the Board ofDirectors.

AMENDMENT

The Board Governance, Nomination and Remuneration Committee may amend this Policy at any time and from time to time in its sole discretion subject to the approval oflhe Board ofDirectors.

Approved by the Board of Directors this M / b tlay of<' C 2020 Cli nan, Board of Directors

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