Nccg report for fy 2025

S/No.

Items

Details

i.

Company Name

STERLING FINANCIAL HOLDINGS COMPANY PLC

ii.

Date of Incorporation

13TH OCTOBER, 2021

iii.

RC Number

1851010

iv.

License Number

THE COMPANY RECEIVED CBN'S APPROVAL TO OPERATE ON 27TH JUNE 2023.

v.

Company Physical Address

20 MARINA, LAGOS

vi.

Company Website Address

https://www.sterling.ng

vii.

Financial Year End

31st DECEMBER 2025

viii.

Is the Company a part of a Group/Holding Company? Yes/No

If yes, please state the name of the Group/Holding Company

YES

STERLING FINANCIAL HOLDINGS COMPANY PLC (HOLDCO)

ix.

Name and Address of Company Secretary

SUNNY KANABE, 20 MARINA, LAGOS

x.

Name and Address of External Auditor(s)

DELOITTE & TOUCHE, PLOT GA 1, CIVIC TOWERS, OZUMBA MBADIWE, VICTORIA ISLAND, LAGOS

xi.

Name and Address of Registrar(s)

PACE REGISTRARS LIMITED, 24 CAMPBELL STREET, LAGOS

xii.

Investor Relations Contact Person (E-mail and Phone No.)

BRUKE ARAROMI

(bruke.araromi@sterling.ng, 08032364823)

xiii.

Name of the Governance Evaluation Consultant

ERNST & YOUNG

xiv.

Name of the Board Evaluation Consultant

ERNST & YOUNG

S/N o.

Names of Board Members

No. of Board Meetings Held in the Reporting Year

No. of Board Meetings Attended in the Reportin g 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 YEMI ADEOLA

4

4

0

CHAIRMAN

0

0

2

MS. ENIYE AMBAKEDEREMO

4

4

*BOARD AUDIT AND RISK MANAGEMENT COMMITTEE

MEMBER

2

2

BOARD GOVERNANCE, NOMINATION & REMUNERATION COMMITTEE

CHAIRPERSON

4

4

BOARD AUDIT COMMITTEE

CHAIRPERSON

2

2

STATUTORY AUDIT COMMITTEE

MEMBER

5

5

3

MR. SHOLA ADEKOYA

4

4

BOARD AUDIT & RISK MANAGEMENT COMMITTEE

MEMBER

2

2

BOARD FINANCE & INVESTMENT COMMITTEE

CHAIRMAN

4

4

S/N o.

Names of Board Members

No. of Board Meetings Held in the Reporting Year

No. of Board Meetings Attended in the Reportin g 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 AUDIT COMMITTEE

MEMBER

2

2

BOARD RISK MANAGEMENT COMMITTEE

MEMBER

2

2

STATUTORY AUDIT COMMITTEE

MEMBER

5

5

4

MS. AISHA BASHIR

4

4

BOARD AUDIT & RISK MANAGEMENT COMMITTEE

CHAIRPERSON

2

2

BOARD GOVERNANCE, NOMINATION & REMUNERATION COMMITTEE

MEMBER

4

4

BOARD FINANCE & INVESTMENT COMMITTEE

MEMBER

4

4

BOARD RISK MANAGEMENT COMMITTEE

CHAIRPERSON

2

2

5

MR ABUBAKAR SULEIMAN

4

4

BOARD FINANCE & INVESTMENT COMMITTEE

MEMBER

4

4

BOARD GOVERNANCE, NOMINATION & REMUNERATION COMMITTEE

MEMBER

4

4

BOARD RISK MANAGEMENT COMMITTEE

MEMBER

2

2

6

MR YEMI ODUBIYI

4

4

BOARD FINANCE & INVESTMENT COMMITTEE

MEMBER

4

4

BOARD RISK MANAGEMENT COMMITTEE

MEMBER

2

2

7

MR OLAYINKA ONI

4

4

BOARD FINANCE & INVESTMENT COMMITTEE

MEMBER

4

4

8

MR ASHUTOSH KUMAR

4

4

BOARD AUDIT & RISK MANAGEMENT COMMITTEE

MEMBER

2

2

BOARD AUDIT COMMITTEE

MEMBER

2

2

S/No.

Names

Position Held

Gender

1

Yemi Odubiyi

Group Chief Executive Officer

Male

2

Olayinka Oni

Executive Director/COO

Male

3

Adebimpe Olambiwonnu

Chief Finance Officer

Female

4

Olufunmilayo Lewis

Group Chief Risk Officer

Male

5

Ibidapo Martins

Group Chief Marketing Officer

Male

6

Temitope Dalley

Group Executive, Human Capital and Corporate Services

Female

7.

Adewunmi Oluremi

HCICS Projects

Female

8.

Ada Ufomadu

Head, Ratings and Equity Research

Female

9.

Edward Onwubuya

Chief Audit Executive

Male

10.

Kehinde Dada

Group Head, Portfolio Management and Risk Analytics

Male

11.

Kamaldeen Agunbiade

Chief of Staff to the GMD/CEO

Male

12.

Sunny Kanabe

Company Secretary

Male

Principles

Reporting Questions

Explanation on application or deviation

Part A - Board of Directors and Officers of the Board

Principle 1: Role of the

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. The Board has an approved Charter

Board

that sets out its responsibilities and terms

"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

of reference. The Charter guides the Board in carrying out its oversight functions and providing strategic leadership. It promotes the ethical culture and corporate governance of the Holdco.

The Charter was last reviewed and approved by the Board at its meeting held on 29 November 2024.

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 (including experience and gender) without compromising competence, independence and integrity "

i) What are the qualifications and experiences of the directors?

The Board has the appropriate knowledge and balance of skills to effectively carry out its functions.

The Board consists of Directors with diverse skills, knowledge, and relevant experience in fields such as banking, finance, law, corporate consultancy, corporate strategy, accounting, economics, business management, ICT etc.

Please see Appendix I for a summary of the qualifications and experience of our directors.

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's diversity policy forms part of the approved Board Succession Policy. The Board currently has a diverse set of members in terms of its gender mix, skills, experience, and age. The diversity promotes divergence in the thinking and performance of the Company. The Board continues to review its composition to ensure that the diversity

is sustained.

iii) Are there directors holding concurrent directorships? Yes/No

If yes, state the names of the directors and the companies?

Yes.

4 Directors hold concurrent directorships in other organizations which have been appropriately disclosed to the Board. Please refer to Appendix ii.

Principles

Reporting Questions

Explanation on application or deviation

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.

To ensure independence and in line with best corporate governance practices, the Board Charter provides that the Managing Director/Chief Executive Officer (MD/CEO) and Executive Director (s) shall not chair any Board Committee.

Principle 3: Chairman

i) Is the Chairman a member or chair of any of the Board Committees? Yes/no If yes, list them.

No.

"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"

To ensure independence and integrity, the Board Charter prohibits the Chairman from being a member or chair of any Board Committee.

ii) At which Committee meeting(s) was the Chairman in attendance during the period under review?

None.

The Chairman is not a member of any Board Committee and was not in attendance at any Committee meeting.

iii) Is the Chairman an INED or a NED?

The Chairman is a Non-Executive Director and is not involved in the day-to-day operations of the Company.

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. The Chairman has never been an MD/CEO or Executive Director of the Company.

v) When was Chairman?

he/she

appointed

as

The Chairman was appointed on 27th June 2023.

vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No

If yes, specify which document

Yes.

The role of the Chairman is clearly defined in the Board Charter. The Chairman is responsible for ensuring that Board meetings are properly conducted, and that decisions of the Board are properly executed.

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 to achieve its strategic Objectives for sustainable corporate performance"

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 MD/CEO has a contract of employment. The Board Charter sets out the relationship of the MD/CEO with the Board. The MD/CEO is solely responsible for the performance of the Company and the Board shall evaluate the performance of the MD/CEO against his commitments presented in his annual strategic plan.

ii) Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No

Yes. The MD/CEO declares a conflict of interest annually, and at the first possible opportunity if he becomes aware of any real, potential, or perceived conflict of interest.

Principles

Reporting Questions

Explanation on application or deviation

iii) Which of the Board Committee meetings did the MD/CEO attend during the period under review?

The MD/CEO is a member of the Board Finance & Investment Committee and the Board Risk Management Committee, and attended the Committees' meetings during the period under review.

iv) Is the MD/CEO serving as NED in any other company? Yes/no.

If yes, please state the company(ies)?

Yes.

The MD/CEO serves as an NED on the Board of Seven Degrees North Limited, Terra Nova Limited, Sterling Investment Management SPV Plc, Alternative Bank Limited and SterlingFI Wealth Management Ltd. The MD is also a Trustee of the Adeline Foundation.

v) Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No

Yes.

His membership in these companies is in line with statutory provisions and the provisions of the Board Charter.

Principle 5: Executive Directors

i) Do the EDs have contracts of employment? Yes/no

Yes.

The ED has a contract of employment.

Executive Directors support the Managing Director/Chief

Executive Officer in the operations and management of the Company

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. Both the contract of employment and the Board Charter set out the roles and responsibilities of the ED which includes assisting the Managing Director in the day-to-day operations of the Company.

iii) Do the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No

Yes. The ED declares a conflict of interest annually, and at the first possible opportunity if he becomes aware of any real, perceived, or potential conflict of interest.

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

Yes.

Where the Executive Director is a member of any other Company, the Secretariat would ensure that such membership is in line with Board-approved policies, would not amount to a conflict of interest and would not negatively affect his effectiveness and performance in the discharge of his responsibilities.

Principle 6: Non-Executive Directors

Non-Executive Directors bring to bear their knowledge, expertise and independent judgment on issues of strategy and

i) Are the roles and responsibilities of the NEDs clearly defined and documented? Yes/No

If yes, where are these documented?

Yes. The Board Charter clearly defines the roles and responsibilities of the NEDs. The responsibilities of the NEDs as prescribed by the Board's charter includes the provision of independent views on the running of the Holdco's business, governance, and board room best practice. They oversee and constructively challenge management

Principles

Reporting Questions

Explanation on application or deviation

performance on the Board

in its implementation of the Holdco's strategy taking into cognizance corporate governance principles.

ii) Do the NEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No

Yes.

NEDs have letters of appointment that specify their duties, liabilities, and terms of engagement.

iii) Do the NEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No

Yes. The NEDs declare a conflict of interest annually, and at the first possible opportunity if they become aware of any real, perceived, or potential conflict of interest.

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. NEDs are provided with information relating to the management of the Company. The information is provided in reports and documents sent to members periodically and before the Board Committees and Board Meetings.

Board members are also free to request for additional information from time to time and, seek independent professional advice where they consider it necessary to discharge their responsibilities as directors.

v) What is the process of ensuring completeness and adequacy of the information provided?

Documents and information are duly vetted by Senior Management before they are sent to Board members.

vi) Do NEDs have unfettered access to the EDs, Company Secretary, and the Internal Auditor? Yes/No

Yes. NEDs have unfettered access to the EDs, Company Secretary, Internal Auditor, and other Senior Management through the MD/CEO.

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. The INEDs meet the independence criteria as provided in the Code. The INEDs have no shareholding in the Company, they are not representatives of any shareholder that can influence management. They are not close family members of any of the directors, senior management or professional advisers. They have not had any material business relationship with the Company within the last 5 years, have not served at directorate level or above at the Company's regulator within the last 3 years; do not render any professional, consultancy or advisory services to the Company, do not receive, and have not received additional remuneration from the Company apart from a Director's fee and allowances and have not served on the Board for more than 9 years from the date of his/her first election.

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. There are no exceptions in the Board's Charter to the independence criteria as specified in the Code. This is to

Principles

Reporting Questions

Explanation on application or deviation

ensure the continuous independence of the Independent Non-Executive Directors.

iii) What is the process of selecting INEDs?

INEDs are identified through referrals and/or the recommendation of consultants. In considering their suitability, the Board ensures:

1. That they are qualified with relevant experience and skills to bring a high degree of objectivity to the Board for sustaining stakeholders' trust and confidence.

2. That they meet the independence criteria set out under the Nigerian Code of Corporate Governance, the CBN Corporate Governance Guidelines for Financial Holding Companies in Nigeria, and other relevant guidelines on Corporate Governance.

iv) Do the INEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No

Yes, the INEDs have letters of appointment that specify their duties and terms of engagement. Their responsibilities are also specified in the Board Charter and advised during induction. Their duties and responsibilities include providing independent oversight and constructive challenge to the Board.

v) Do the INEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No

Yes. The INEDs declare a conflict of interest annually, and at the first possible opportunity if they become aware of any real, perceived, or potential conflict of interest.

vi) Does the Board ascertain and confirm the independence of the INEDs? Yes/No

If yes, how often?

Yes.

This is done annually through a self-assessment questionnaire.

What is the process?

vii) Is the INED a Shareholder Company? Yes/No

If yes, what is the percentage shareholding?

of

the

No. The INEDs do not have any shareholding in the Holdco. This is to ensure that the INEDs remain independent in character and judgment.

viii) Does the INED have another relationship with the Company apart from directorship and/or shareholding? Yes/No

If yes, provide details.

No. The INEDs do not have any other relationship with the Company. They are not representatives of a shareholder and have not carried out any professional or advisory services for the Company.

ix) What are the components of INEDs remuneration?

The components of the INEDs remuneration are sitting allowances and director's fees

Principle Secretary

8:

Company

i) Is the Company Secretary in-house or outsourced?

Yes, the Company Secretary is in-house.

Principles

Reporting Questions

Explanation on application or deviation

"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"

ii) What is the qualification and experience of the Company Secretary?

The Company Secretary is a seasoned legal, finance, investment and corporate governance professional with over two decades of experience in the finance and banking industry. He has extensive experience in commercial law, mergers and acquisition, capital raising, stakeholder management, corporate governance, corporate actions and restructurings, strategy development and execution, commercial negotiations and effective team building. His profile is attached as Appendix (iii)

iii) Where the Company Secretary is an employee of the Company, is the person a member of senior management?

Yes. The Company Secretary is a member of Senior Management.

iv) Who does the Company Secretary report to?

The Company Secretary reports to the Board and administratively to the MD/CEO.

v) What is the appointment and removal process of the Company Secretary?

The Company Secretary is appointed through a rigorous selection process similar to that for the appointment of new Directors and by a resolution of the Board. The appointment of the Company Secretary is based on merit and requisite qualifications and experience for the role.

The process of appointment and removal is in line with the provisions of the Companies & Allied Matters Act.

vi) Who undertakes and approves the performance appraisal of the Company Secretary?

The Board undertakes and approves the performance evaluation of the Company Secretary as part of the Board appraisal exercise.

Principle 9: Access to Independent Advice

"Directors are sometimes required to make decisions of a technical and complex nature that may require independent external expertise"

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. The Board Charter provides that Directors shall have unfettered access to seek independent professional advice in the discharge of their responsibilities as directors.

ii) Who bears the cost for the independent professional advice?

The Company bears the cost for the independent professional advice sought by Directors for the benefit of the Company.

iii) During the period under review, did the Directors obtain any independent professional advice? Yes/No

If yes, provide details.

No. The Directors did not obtain any independent professional advice for the period under review.

Principle 10: Meetings of the Board

i) What is the process for reviewing and approving minutes of Board meetings?

The Minutes are sent to the Directors for their review before the meeting. The minutes are approved at the subsequent Board meeting and upon

Principles

Reporting Questions

Explanation on application or deviation

"Meetings are the principal vehicle for conducting the business of the Board and successfully fulfilling the strategic objectives of the Company"

approval, they are signed by the Chairman and the Company Secretary.

ii) What are the timelines for sending the minutes to Directors?

At least 2 (two) weeks before the Board Meetings.

iii) What are the implications for Directors who do not meet the Company policy on meeting attendance?

Attendance at Board meetings is one of the key considerations for the re-election of Directors.

During the period under review, all the Directors met the Company's policy on meeting attendance.

Principle 11: Board Committees

"To ensure efficiency and effectiveness, the Board delegates some of its functions, duties and responsibilities to well-structured committees, without abdicating its responsibilities"

i) Do the Board Committees have Board-approved Charters which set out their responsibilities and terms of reference? Yes/No

Yes. All Board Committees have Charters that set out their responsibilities and terms of reference. The Charters guide the committees in discharging their functions effectively.

ii) What is the process for reviewing and approving minutes of Board Committee meetings?

The Minutes are sent to the Committee members for review and are approved at the subsequent Committee meeting. Thereafter, the minutes are signed by the Committee Chairman/Chairperson and the Company Secretary.

iii) What are the timelines for sending the minutes to the directors?

At least 2 (two) weeks before Board Committee Meetings.

iv)Who acts as Secretary to board committees?

As provided in the Committee Charters, the Company Secretary or a designate within the Company Secretariat acts as Secretary to all Board Committees.

1. What Board Committees are responsible for the following matters?

   1. Nomination and Governance

   2. Remuneration

   3. Audit

   4. Risk Management

1. Board Governance, Nomination and Remuneration Committee

2. Board Governance, Nomination & Remuneration Committee

3. Board Audit Committee & Statutory Audit Committee

4. Board Risk Management Committee

vi)What is the process of appointing the chair of each committee?

The Chairman of each Committee is appointed by the members of the Committee taking into consideration relevant skills and competencies required by the Director to lead the Committee.

Committee responsible for Nomination and Governance

vii) What is the proportion of INEDs to NEDs on the Committee responsible for Nomination and Governance?

There are 2 Independent Non-Executive Directors and 1 Non-Executive Director on the Committee.

viii)Is the chairman of the Committee a NED or INED?

The Chairperson is an Independent Non-Executive Director.

ix) Does the Company have a succession plan policy? Yes/No

Yes, The Board has a Board Succession policy in place for the Chairman of the

Principles

Reporting Questions

Explanation on application or deviation

If yes, how often is it reviewed?

Board, the MD/CEO, EDs, and NEDs positions to ensure leadership continuity. The policy is reviewed every 3 years, with provisions made for succession in emergencies.

x) How often are Board and Committee charters as well as other governance policies reviewed?

The Board and Committee Charters are reviewed every 3 years or as the need arises. Other Governance policies have their review frequency included in the documents, and are mostly reviewed every 3 years.

xi) How does the committee report on its activities to the Board?

The Committee reports on its activities through its Chairperson, and the reports of the Committee meetings are presented to the Board for consideration.

Committee responsible for Remuneration

xii) What is the proportion of INEDs to NEDs on the Committee responsible for Remuneration?

There are 2 Independent Non-Executive Directors and 1 Non-Executive Directors on the Committee.

xiii) Is the chairman of the Committee a NED or INED?

The Chairperson is an Independent Non-Executive Director

Committee responsible for Audit

xiv) Does the Company have a Board Audit Committee separate from the Statutory Audit Committee? Yes/No

Yes. The Company has a Board Audit Committee separate and distinct from the Statutory Audit Committee.

xv) Are members of the Committee responsible for Audit financially literate? Yes/No

Yes. The members of the Committee are financially literate.

xvi) What are their qualifications and experience?

All members of the Audit Committee are financially literate with relevant experience to assure the Board of the effectiveness of the governance, risk management, and internal control systems. Please see Appendix iv as attached.

xvii) Name the financial expert(s) on the Committee responsible for Audit

All members of the Board Audit Committee are financially literate. However, the financial expert is Mr. Shola Adekoya.

xviii) How often does the Committee responsible for Audit review the internal auditor's reports?

The Board Audit Committee meets quarterly to consider the internal audit report and as the need arises.

xix) Does the Company have a Board approved internal control framework in place? Yes/No

The Company has a Board approved Compliance Policy which details the structure for managing risk and ensures an effective internal control system for achieving the strategic objectives of the Company.

xx) How does the Board monitor compliance with the internal control framework?

The Board monitors compliance through the quarterly review of the Conduct and Compliance Reports submitted by the Conduct and Compliance Group. The

Principles

Reporting Questions

Explanation on application or deviation

Committee will also check compliance through the Internal Audit Reports and the external audit reports.

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. The Board Audit Committee and the Statutory Audit Committee reviews the Key Audit Matters, Management Letter, and Management's response to the issues raised.

Recommendations in the Management Letter are monitored by both Committees for implementation.

xxii) Is there a Board-approved policy that clearly specifies the non-audit services that the external auditor shall not provide? Yes/No

Yes. The Company's Corporate Governance Policy specifies non-audit services that external auditors cannot provide. This includes but is not limited to:

1. Book-keeping or other services related to the accounting records or financial statements of the Bank;

2. Appraisal or valuation services, fairness opinion, or contribution-in-kind reports;

3. Actuarial services;

4. Internal audit outsourcing services;

5. Management or human resource functions including, broker or dealer, investment banking services, and legal or expert services.

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.

Committee responsible for Risk Management

xxiv) Is the Chairman of the Risk Committee a NED or an INED?

The Chairperson of the Board Risk Management Committee is an INED.

xxv)Is there a Board approved Risk Management framework? Yes/No?

If yes, when was it approved?

Yes. The Company has a Group Enterprise Risk Management Framework. The Framework was approved by the Board on the 18th of October 2024.

xxvi) How often does the Committee review the adequacy and effectiveness of the Risk Management Controls in place?

Date of last review

The Board Risk Management Committee reviews the adequacy and effectiveness of risk management controls at its quarterly meetings or as the need arises.

The review was last conducted at the Board Risk Management Committee Meeting of 30th October 2025.

Principles

Reporting Questions

Explanation on application or deviation

xxvii) Does the Company have a Board-approved IT Data Governance Framework? Yes/No

If yes, how often is it reviewed?

Yes. The Company has developed an Information Technology (IT) Risk Framework.

The framework is reviewed every 3 years or as the need arises.

xxviii) How often does the Committee receive and review compliance report on the IT Data Governance Framework?

The Board considers quarterly reports from the Chief Information Security Officer through the Board Risk Management Committee.

xxix) Is the Chief Risk Officer (CRO) a member of Senior Management and does he have relevant experience for this role? Yes/No

Yes. The CRO is a member of Senior Management. He is financially literate with a good understanding of the business culture and has the relevant experience for the role.

xxx) How many meetings of the Committee did the CRO attend during the period under review?

The CRO attended all the Board Risk Management Committee Meetings held during the year.

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. The Board Charter sets out the criteria for the appointment of Directors to the Board which ensures the appointment of high-quality individuals with relevant experience and knowledge to the Board.

ii) What criteria are considered for their appointment?

Candidates are considered on merit against objective criteria, which comprises character and integrity, capacity for independent judgment, skills, experience, diversity in thinking, diversity in gender, age, and other such indices.

iii) What is the Board process for ascertaining that prospective directors are fit and proper persons?

The Board Governance, Nomination, and Remuneration Committee assesses the nominees' competency, suitability, and cultural fit before the Board consideration for their appointment, subject to regulatory approvals. Thereafter, the Directors are subject to the CBN fit and proper checks before being approved as Board members.

1. Is there a defined tenure for the following:

   1. The Chairman

   2. The MD/CEO

   3. INED

   4. NED

   5. EDs

Yes, the Directors' tenures are defined.

v) Please state the tenure

a) Chairman - maximum of 12 years

i.e. 3 terms of 4 years each

b) MD /CEO - maximum of 10 years

i.e. 2 terms of 5 years each and in line with their contract of employment.

1. INED' - maximum of 8 years i.e. 2 terms of 4 years each.

2. NEDs - maximum of 12 years i.e. 3 terms of 4 years.

Principles

Reporting Questions

Explanation on application or deviation

e) EDs - In line with their contract of employment but subject to a maximum period of 10 years.

vi)Does the Board have a process to ensure that it is refreshed periodically? Yes/No?

Yes.

The Board reviews its composition periodically to ensure there is an adequate mix of skills and experience with fresh perspectives.

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.

The Board has a formal induction programme for new directors to familiarise them with the Company's, strategic plan, operations, business environment, senior management, and the Directors' fiduciary responsibilities.

ii) During the period under review, were new Directors appointed? Yes/No

If yes, provide date of induction.

No new Director was appointed during the period under review.

iii) Are Directors provided relevant training to enable them effectively discharge their duties? Yes/No

If yes, provide training details.

Yes. The Directors undergo regular training in accordance with the approved training plan for the year. Please refer to Appendix v.

iv)How do you assess the training needs of Directors?

The training needs of Directors are accessed by identifying the business needs, performing a gap analysis and Board evaluation, thereafter a training plan is prepared for each Director.

v) Is there a Board-approved training plan?

Yes/No

Yes. The Board approves an Annual Training Plan

vi)Has it been budgeted for? Yes/No

Yes. The Company has a budget for Directors' training, this is included in the corporate 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 Board Charter provides for the evaluation of Board Performance to ensure effectiveness, transparency, and accountability of Board members

ii) For the period under review, was there any Board Evaluation exercise conducted? Yes/No

Yes, the Board evaluation exercise for the period under review is currently ongoing.

iii) If yes, indicate whether internal or external.

Provide date of last evaluation.

The External Board evaluation exercise for 2025 is currently ongoing.

iv)Has the Board Evaluation report been presented to the full Board? Yes/No

If yes, indicate date of presentation.

No. The report for 2025 will be presented to the Board when finalized by the consultants.

v) Did the Chairman discuss the evaluation report with the individual directors? Yes/No

Yes.

The Chairman discusses the evaluation report with individual Directors.

Principles

Reporting Questions

Explanation on application or deviation

vi)Is the result of the evaluation for each Director considered in the re-election process? Yes/No

Yes.

The results of the evaluation for each Director are considered in the re-election of Board members.

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 adequate and effective"

i) For the period under review, has the Company conducted a corporate governance evaluation? Yes/No

If yes, provide date of the evaluation.

Yes, the Corporate Governance review for 2025 is currently ongoing.

ii) Is the result of the Corporate Governance Evaluation presented and considered by the Board? Yes/No

Yes. The result of the Corporate Governance evaluation is presented and considered by the Board.

iii) If yes, please indicate the date of last presentation.

28th May 2025

iv)Is the summary of the Corporate Governance Evaluation included in the annual reports and Investors portal? Yes/No

Yes. A summary of the Corporate Governance evaluation will be included in the annual report and investor portal.

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, there is a Board-approved Directors' remuneration policy which is reviewed as the need arises. The policy was approved by the Board on 15th August 2024.

ii) Provide details of directors' fees, allowances and all other benefits paid to them during the period under review.

Directors' fees, sitting allowances, and reimbursements for travel and accommodation expenses are as detailed in the annual report.

iii) Is the remuneration of NEDS presented to shareholders for approval? Yes/No

If yes, when was it approved?

Yes, the remuneration of NEDs for 2025 was presented and approved by the shareholders at the Annual General Meeting held on 11th July 2025.

iv)What portion of the NEDs remuneration is linked to company performance?

None. The NEDs are paid sitting allowances and Directors fees and their remuneration is not linked with the performance of the Company.

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.

There is a portion of the remuneration of the Executive Directors that is based on performance.

vi)Has the Board set KPIs for Executive Management? Yes/No

Yes. The Board has set Financial Key Performance Indicators (KPIs) (Budget) for Executive Management. The other KPIs for the Management Team are set by the MD.

vii) If yes, was the performance measured against the KPIs? Yes/No

Yes. Their performance is measured against the set KPIs.

viii) Do the MD/CEO, EDs and Company Secretary receive a sitting allowance and/or directors' fees? Yes/No

No. The MD/CEO, EDs and Company Secretary do not receive sitting allowance or directors' fees.

Principles

Reporting Questions

Explanation on application or deviation

1. Which of the following receive sitting allowance and/or fees:

   1. MD/CEO

   2. ED

   3. Company Secretary

   4. Other Senior management staff

The MD/CEO, EDs, Company Secretary, and other senior management staff do not receive sitting allowance or fees.

x) Is there a Board-approved clawback policy for Executive management? Yes/No

If yes, attach the policy.

Yes, the Clawback Policy is contained in the Remuneration Policy.

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. The Board has defined the

Company's Risk Appetite and Limit.

ii) How often does the company conduct a risk assessment?

Risk assessments are conducted quarterly for high-risk areas through the Risk Control Self-Assessment (RCSA) program, and bi-annually for other risk categories. Risk assessments are conducted on-demand for all major projects, initiatives, and products.

iii) How often does the board receive and review risk management reports?

Risk Management reports are considered by the Board quarterly and as the need arises.

Principle 18: Internal Audit

"An effective internal audit function provides assurance to the Board on the effectiveness of the governance, risk management and internal control systems"

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 processes and systems?

Yes. The Company has an Internal Audit function that provides assurance to the Board on the effectiveness of the governance, risk management and internal control systems.

ii) Does the company have a Board-approved internal audit charter? Yes/No

Yes. The Company has a Board approved Internal Audit Charter that defines internal audit's purpose, authority, responsibility, and position within the Company. The Charter describes the nature of services that internal audit provides, and articulates its functions.

iii) Is the head of internal audit a member of senior management? Yes/No

Yes. The Chief Audit Executive is a member of senior management.

iv)What is the qualification and experience of the head of internal audit?

The Chief Audit Executive is qualified and suitable for the office.

v) Does the company have a Board-approved annual risk-based internal audit plan? Yes/No

Yes. The Company has an annual risk-based internal audit plan that addresses management's highest priority risk and provides insight to senior management.

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. The Board Audit Committee considers quarterly reports from the Internal Audit Group on the adequacy and effectiveness of management, governance, risk and control environment; deficiencies observed and management mitigation plans

Principles

Reporting Questions

Explanation on application or deviation

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. The last assessment was conducted in 2025 by KPMG.

viii)Who undertakes and approves the performance evaluation of the Head of Internal Audit?

The Board Audit Committee reviews and approves the performance of the Head of Internal Audit.

Principle 19:

Whistleblowing

"An effective whistleblowing framework for reporting any illegal or unethical behaviour minimizes the Company's exposure and prevents recurrence"

i) Does the company have a Board-approved whistleblowing framework? Yes/No

If yes, when was the date of last review

Yes, The Company has a Board-approved Whistle blowing policy which was approved on 19th October 2024.

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. The whistleblowing channels include external lines and email -managed by an External Firm (KPMG), and Internal lines and email addresses. Staff are sensitized on the availability of these channels periodically.

1. Is the Audit committee provided with the following reports on a periodic basis?

   1. Reported cases

   2. Process and results of Investigated cases

Yes. The Board Audit Committee is provided with reported cases, investigation process and results of investigated cases and other relevant information every quarter.

Principle 20: External Audit

"An external auditor is appointed to provide an independent opinion on the true and fair view of the financial statements of the Company to give assurance to stakeholders on the reliability of the financial statements"

i) Who makes the recommendations for the appointment, re-appointment or removal of external auditors?

The Statutory Audit Committee makes the recommendations for the appointment, re-appointment, and removal of external auditors.

ii) Who approves the appointment, re-appointment, and removal of External Auditors?

Shareholders approve the appointment, re-appointment, and removal of external auditors on the recommendation of the Board.

iii) When was the first date of appointment of the External auditors?

The External Auditors was appointed by the Shareholders at the Annual General Meeting of 24th June 2024.

iv)How often are the audit partners rotated?

The external audit partners are rotated every 5 years

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

i) How many days prior to the last general meeting were notices, annual reports and any other relevant information dispatched to Shareholders?

Notice of Meeting was given 21 days before the Annual General Meeting.

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. The Chairmen of all Board Committees and the Statutory Audit Committee were present at the last general meeting to respond to shareholders enquiries.

Principles

Reporting Questions

Explanation on application or deviation

Board on any areas of

interest"

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"

1. Is there a Board-approved policy on

   shareholders' engagement? Yes/No

   If yes:

   1. when was it last reviewed?

   2. Is the policy hosted on the

company's website?

Yes. The Board has a Corporate Governance Policy which guides shareholder engagement. The Corporate Governance Policy was approved on 29th November 2024.

Furthermore, the Company has a Stakeholder Communication and Engagement Policy hosted on the Company's website. The policy was approved on the 14th of August 2025.

ii) How does the Board engage with Institutional Investors and how often?

The Board ensures that material information is disseminated to its investors via the website and other communication channels.

The investor relations team and Management will continue to organize investor calls, webcasts, and roadshows as the need arises.

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 governance"

1. Does the Board ensure that adequate and timely information is provided to the shareholders on the Company's activities? Yes/No

Yes. The Company's activities are consistently communicated to shareholders through the Company's website, and other media channels.

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"

1. 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:

   1. Has the COBE been communicated to all internal and external Stakeholders? Yes/No

   2. Is the COBE applicable to any or all of the following:

      1. Board

      2. Senior management

      3. Other employees

      4. Third parties

Yes. The Company has a Board-approved Code of Professional Conduct and Ethics that outlines the ethical principles that govern the decisions and behaviour of internal and external stakeholders. The Code of Professional Conduct & Ethics has been communicated to all internal and external stakeholders. Internal stakeholders sign an attestation periodically to confirm their awareness of its requirements.

The code applies to the Board, Senior Management all employees of the Bank, and third parties.

ii) When was the date of last review of the policy?

The Policy was approved by the Board on 29th November 2024.

iii) Has the Board incorporated a process for identifying, monitoring, and reporting adherence to the COBE? Yes/No

Yes. The policy has a process for identifying, monitoring, and reporting adherence to the Code of Professional Conduct and Ethics.

Principles

Reporting Questions

Explanation on application or deviation

iv)What sanctions were imposed for the period under review for non-compliance with the COBE?

None. No breach was recorded for 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"

1. Is there a Board- approved policy on insider trading? Yes/No

   If yes:

   1. When was the last date of review?

   2. How does the Board monitor compliance with this policy?

Yes. There is the Board-approved Securities Trading Policy, which prohibits insiders from disclosing price-sensitive information to third parties for personal gains and from indulging in any form of insider trading.

It was approved on 23rd May 2024 and is not yet due for review.

The Compliance and Internal Audit functions ensure compliance with the policy.

1. Does the company have a Board approved policy on related party transactions? Yes/No

   If yes:

   1. When was the last date of review?

   2. How does the Board monitor compliance with this policy?

   3. Is the policy applicable to any or all of the following:

      1. Board

      2. Senior management

      3. Other employees (Specify)

      4. Third parties (Specify)

Yes. The Company has a conflict-of-interest policy that guards against conflict of interest, breach of confidentiality, diversion of corporate opportunity, and divulgence of corporate information. The policy also applies to related party transactions.

The Conflict-of-Interest policy was approved by the Board on 18th October 2024. The Chief Compliance Officer is responsible for implementing the policy while the Chief Audit Executive is responsible for the investigation of violations of the policy.

The policy applies to Directors and all employees of the Company.

iii) How does the Board ensure adequate disclosure of Related Party Transactions by the responsible parties?

The Board ensures that its members disclose conflicts or related party transactions at the beginning of every Board meeting.

Disclosures of related party transactions are also a reporting obligation under the IFRS rules. Thus, the disclosures of Board members are included in the audited financial statements of the Company.

1. Does the company have a Board-approved policy on conflict of interest? Yes/No

   If yes:

   1. When was the last date of review?

   2. How does the Board monitor compliance with this policy?

   3. Is the policy applicable to any or all of the following:

      1. Senior management

      2. Other employees (Specify)

Yes. The Company has a conflict-of-interest policy that guards against conflict of interest, breach of confidentiality, diversion of corporate opportunity, and divulgence of corporate information.

The Conflict-of-Interest policy was approved by the Board on 18th October 2024.

The Chief Compliance Officer is responsible for implementing the policy while the Chief Audit Executive is

Principles

Reporting Questions

Explanation on application or deviation

responsible for the investigation of violations of the policy.

The policy applies to senior management and all other employees, including employees at the mid and lower levels of management.

Principle 26: Sustainability

"Paying adequate attention to sustainability issues including environment, social,

occupational and community health and safety ensures successful long-term 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. The Board approved an Environmental, Sustainability and Governance policy at its meeting held on 26th November 2025.

ii) How does the Board monitor compliance with the policy?

The Board monitors implementation of the policy by systematically evaluating the Company's business performance in relation to the sustainability standard, through the quarterly Risk reports submitted to the Board.

iii) How does the Board report compliance with the policy?

Semi-annual and annual reports are submitted to the Central Bank of Nigeria on the implementation of the sustainability goals.

The Board also ensure that the sustainability reports are duly published in the Annual Report.

iv) Is there a Board-approved policy on diversity in the workplace? Yes/No

If yes, when was it last reviewed?

Yes, the Board approved the Diversity, Equity and Inclusion Policy at its meeting held on 28th May 2025.

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

Yes, the Stakeholder Communication Policy was approved by the Board at its meeting held on 14th August 2025.

ii) Does the Company have an up-to-date investor relation portal? Yes/No If yes, provide the link.

Yes. The investor relations portal is consistently updated. The link to the portal is:

https://sterlingholdco.ng/investors/

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. The Company's Annual Report contains the Corporate Governance report.

ii) Has the company been fined by any regulator during the reporting period? Yes/No

If yes, provide details of the fines and penalties.

Yes. Please see Appendix vi.

SN

NAME

QUALIFICATION AND EXPERIENCE

1

Mr. Yemi Adeola

(Chairman) (Non-Executive Director)

Mr. Adeola is a seasoned professional with over 40 years of experience in banking, finance, law, arbitration, and corporate consultancy. He holds a Master of Law (LLM) degree, and the Oxford University/CIArb UK Diploma in International Commercial Arbitration.

His banking career started at Citibank Nigeria, where he rose to become an Executive Director, and culminated as the MD of Sterling Bank Plc.

Before his foray into Banking and Finance, he had a stint as a Consultant at PriceWaterhouseCoopers. He also taught law at the University of Benin and Lagos State University.

He is presently the Chairman of the following organizations: Sterling Financial Holdings Company, Lenox and Blair Group, and the Board of Trustees, Association of Banks' Legal Advisers and Company Secretaries (ABLACS). He is the Founder and Managing Partner of Adeyemi Adeola & Co., a law Firm with a focus on international commercial arbitration, banking, and finance.

Mr. Adeola is a JFK scholar and a Fellow of The Chartered Institute of Arbitrators (UK), the Chartered Institute of Bankers of Nigeria, and the Institute of Credit Administration of Nigeria. He is also a Member of the Disciplinary Tribunal, Chartered Institute of Bankers.

2

Mr. Shola Adekoya (Non-Executive Director)

Mr. Adekoya is the Managing Director of STBFMC Limited and founder of Utterfresh Processing Limited, a thriving business in the Agricultural sector. He was the Chief Executive Officer of Konga Online Shopping, where he delivered the mandate to develop and execute the growth plan of three different entities. He also worked at Etisalat as the Head of the Planning & Budget Team, and has over 24 years of experience in the Technology, Retail, Transport, Fintech, Telecoms, and Agricultural industries.

Mr. Shola Adekoya holds an MBA from Cranfield University. He is a fellow of the Association of Certified Chartered Accountants (FCCA) and holds a bachelor's degree in Business Studies from London South Bank University.

3

Ms. Aisha Bashir

(Independent Non-Executive Director)

Ms. Aisha Bashir is the Founder and Chief Executive Officer, Cam Dairy Foods Limited. Prior to her role in Cam Dairy Foods, she was a consultant with Mountain Hazelnuts, a hazelnut company in Bhutan, where she developed guidelines for deploying mobile payments solutions to farmers for payment for hazelnuts. She was also a Special Assistant to the President/Chief Executive of Dangote Group, where she worked on business strategy and supported the Chief Operating Officer in corporate finance activities and led financial, operational, and strategic due diligence on subsidiaries. She was a co-founder, Head, Product Development and Operations of PAGA, a pioneer Nigerian mobile payments Company. She also worked as a business analyst at Accenture.

Ms. Aisha Bashir holds an MBA from Stanford University, Graduate School of Business, an M.Sc in Environment and Resources - Land Use and Agriculture from Stanford University, School of Earth, Energy and Environmental Sciences, and a Bachelor of Arts (Honours) in International Relations, also from Stanford University.

4

Mr. Abubakar Suleiman (Non-Executive Director)

Mr. Abubakar Suleiman is the MD/CEO of Sterling Bank Ltd. He was appointed to the Board of Sterling Bank with the responsibility for directly overseeing the Strategy & Innovation, Branding & Communication, and Human Resource Management Departments before assuming the role of the Managing Director.

Mr. Suleiman joined the Sterling Bank family (Trust Bank of Africa) with the responsibility for Treasury and Finance. Following the merger in 2006, he was appointed Group Treasurer; a position he held until he assumed the role of Integration Director - tasked with managing and integrating Equitorial Trust Bank (ETB) into Sterling. He began his career as an Experienced Staff Assistant at Arthur Andersen (now KPMG Nigeria), before moving to MBC International Bank (now First Bank) as a Management Associate. He later worked in Citibank Nigeria in roles spanning Treasury and Asset & Liability Management.

Mr. Abubakar Suleiman holds a degree in Economics from the University of Abuja and a Master's degree in Major Programme Management from the University of Oxford. He has attended various executive education programmes at INSEAD, Harvard, Wharton, and Said Business Schools.

5

Ms. Eniye Ambakederemo (Independent Non-Executive Director)

Ms. Eniye Ambakederemo has over 29 years of experience in the public and private sectors, banking, asset management, with practical executive management experience in various sectors including agriculture, production and manufacturing, finance and administration, policy development and execution. She rose to the rank of Director General of the Bayelsa State Partnership Initiation Agency and the State investment promotion office. She was also a pioneer Board member of Asset Management Company of Nigeria (AMCON).

Prior to her service in the public sector, she was a Branch Manager (Strategic Business Unit) at United Bank for Africa (UBA) Plc. She was also the Head of Corporate Banking (South) United Bank for Africa. She is a Fellow of the Nigerian Institute of Management (Chartered), the Institute of Chartered Economists of Nigeria and the Institute of Fraud Examiners. She is also a member of the International Business Innovation Association (INBIA).

Ms. Eniye Ambakederemo holds a B.sc and an MBA in Accounting from the University of Port-Harcourt. She also holds a Diploma in Social Innovation from the United Nations University for Peace Centre for Executive Education, and an M.Sc in Entrepreneurship Management and Innovation from the University of Bath, United Kingdom.

6

Mr. Asutosh Kumar (Non-Executive Director)

Mr. Kumar is a seasoned banker with over twenty-three (23) years of experience. He joined the State Bank of India (SBI) in 2001 and has served in different capacities and areas, including international banking, forex and derivatives, risk management, credit, trade finance, retail banking, performance planning, operations among others.

Mr. Kumar is versed in regulatory compliance and reporting. He is currently the Country Head and Chief Executive Officer of SBI, South Africa. Before his current role at SBI, South Africa, Mr. Kumar was the Deputy General Manager (Business Operations) Jodphur Zone and the Chairman, Zonal Credit Committee, where he was responsible for managing the operations of 222 branches spread across 5 (five) districts in the state of Rajasthan, India, amongst other responsibilities.

Mr. Kumar holds a Bachelor of Arts degree with Honours in Economics and is a Chartered Financial Analyst (CFA). He is a Certified Associate of the Indian Institute of Banking and Finance and a Certified Treasury Professional. He holds certificates in securities operation and risk management, currency derivatives and equity derivatives.

7

Mr. Yemi Odubiyi (Group Managing Director/ Chief Executive)

Mr. Odubiyi started his banking career with the Nigeria unit of Citibank as an Operations & Technology Generalist, serving across all its Operations and Technology functions and was thereafter enrolled in its Management Associate program undertaking stints across all key units of the Bank. He left Citibank to join the turnaround team of the then Trust Bank of Africa as Head of Operations & Technology.

Upon the consolidation of Trust Bank into Sterling Bank Plc, Yemi served as the pioneer Group Head, Trade Services. He was mandated to build the Structured Finance Group and also assumed oversight for corporate strategy, serving as the Chief Strategy Officer. Mr. Yemi Odubiyi served as the Executive Director, Corporate and Investment Banking at Sterling Bank Ltd.

Mr. Yemi Odubiyi holds a Bachelor's Degree in Estate Management and a Master's in International Law from the University of Lagos. He has undertaken senior management/executive education programmes in Risk Management, Finance, and General Management at leading international educational institutions including the London and Harvard Business Schools.

8

Mr. Olayinka Oni (Executive Director)

Prior to his appointment, Mr. Olayinka Oni was the Chief Digital Officer at Sterling Bank Ltd, where he led the execution of the Bank's digital strategy.

Before joining Sterling Bank, he was the Chief Technology Officer for Microsoft Nigeria, where he was responsible for technology strategy and strategic stakeholder relationships, including with the Federal Government. He also helped to generate policies and programs that created a more sustainable ICT environment for the organization.

Mr. Oni served as the CIO/GM IT & Operations at Wema Bank Plc. He was also an Experienced Manager with the Nigerian practice at Accenture. He was a co-convener of the CIO Nexus, a forum of all CIOs in Nigeria, and the current chairman of the CIO Forum of Banks in Nigeria.

Mr. Yinka Oni is a graduate of Agric Economics from the University of Ilorin. He is an Honorary Senior Member of the Chartered Institute of Bankers of Nigeria (HCIB). His domain expertise includes solutions engineering, Program Management, Enterprise Architecture, and IT Governance. Over the course of his career, Mr. Oni has undertaken senior management/executive education programs in Business Strategy, Financial Acumen, Digital Transformation, and General Management at leading international educational institutions including Harvard, Said Business School (Oxford University), INSEAD, MIT, and a Cycle 24 participant of the globally acclaimed International Master's Program for Managers.

SN

NAME OF DIRECTOR

CONCURRENT DIRECTORSHIP

1.

Mr. Shola Adekoya (NED)

Ilushin Estate Limited

2.

Ms. Aisha Bashir (INED)

Cam Dairy Foods Limited, Caramel Commercial Limited

3.

Mr. Abubakar Suleiman (NED)

Sterling Bank Ltd, Noor Takaful, Criterion Capital, Black Rising Limited, Ananse Internet Group, NESG, and Teach for Nigeria

4.

Mr. Yemi Odubiyi (GMD/CEO)

Seven Degrees North Limited, SterlingFi Wealth Management Ltd Terra Nova Limited, Alternative Bank Limited, Adeline Foundation

SN

NAME

DESIGNATION

PROFILE

I

SUNNY KANABE

COMPANY SECRETARY

Mr. Sunny Kanabe is a seasoned legal, finance, investment and corporate governance professional with over two decades of experience in the finance and banking industry. He has extensive experience in commercial law, mergers and acquisitions, capital raising, stakeholder management, corporate governance, corporate actions and restructurings, strategy development and execution, commercial negotiations and effective team building.

He joined Sterling Bank Plc (formerly NAL Bank Plc) in 1999 and rose steadily through the ranks to become the Principal Counsel and Head, Legal/Company Secretariat, with responsibilities for the management of the Executive Committee, Board of Directors, Shareholders and regulatory authorities. In this capacity, he provided strategic governance leadership, led the implementation of corporate governance frameworks, and ensured full compliance with statutory and regulatory requirements while strengthening Board effectiveness and corporate administration.

He holds a Bachelor of Laws (LL.B) degree from the University of Calabar, Nigeria. He also obtained a Master of Laws (LL.M) degree (with specialization in Commercial and Corporate Law, International Trade and Banking Law) from the University of Lagos, Nigeria and a Global Professional Master of Laws (GPLLM) degree from the University of Toronto, Faculty of Law.

Mr. Kanabe has attended several courses, both locally and internationally, and is a member of various professional bodies including the Nigerian Bar Association (NBA), the Ontario Bar Association (OBA) and the International Bar Association (IBA).

SN

NAME

QUALIFICATION AND EXPERIENCE

1.

Ms. Eniye Ambakederemo (Chairperson)

Mrs. Eniye Ambakederemo has over 29 years of experience in the public and private sectors, banking, asset management, and investment and economic empowerment with practical executive management experience in various sectors including agriculture, production and manufacturing, finance and administration, policy development, and execution. She rose to the rank of Director General of the Bayelsa State Partnership Initiation Agency and the State investment promotion office. She was also a pioneer Board member of Asset Management Company of Nigeria (AMCON).

Prior to her service in the public sector, she was a Branch Manager (Strategic Business Unit) at United Bank for Africa (UBA) Plc. She was also the Head of Corporate Banking (South) at United Bank for Africa. She is a Fellow of the Nigerian Institute of Management (Chartered), the Institute of Chartered Economists of Nigeria, and the Institute of Fraud Examiners. She is also a member of the International Business Innovation Association (INBIA).

Ms. Eniye Ambakederemo holds a B.sc and an MBA in Accounting from the University of Port- Harcourt. She also holds a Diploma in Social Innovation from the United Nations University for Peace Centre for Executive Education and an M.Sc in Entrepreneurship Management and Innovation from the University of Bath, United Kingdom.

2.

Mr. Shola Adekoya (Member)

Mr. Adekoya is the Managing Director of STBFMC Limited and founder of Utterfresh Processing Limited, a thriving business in the Agricultural sector. He was the Chief Executive Officer of Konga Online Shopping, where he delivered the mandate to develop and execute the growth plan of three different entities. He also worked at Etisalat as the Head, Planning & Budget Team. Mr. Shola Adekoya has over 24 years of experience in the Technology, Retail, Transport, Fintech, Telecoms, and Agricultural industries.

Mr. Shola Adekoya holds an MBA from Cranfield University. He is a fellow of the Association of Certified Chartered Accountants (FCCA) and holds a bachelor's degree in business studies from London South Bank University.

3.

Mr. Ashutosh Kumar (Member)

Mr. Kumar is a seasoned banker with over twenty-three (23) years of experience. He joined the State Bank of India (SBI) in 2001 and has served in different capacities and areas, including international banking, forex and derivatives, risk management, credit, trade finance, retail banking, performance planning, operations among others.

Mr. Kumar is versed in regulatory compliance and reporting. He is currently the Country Head and Chief Executive Officer of SBI, South Africa.

Before his current role at SBI, South Africa, Mr. Kumar was the Deputy General Manager (Business Operations) Jodphur Zone and the Chairman, Zonal Credit Committee, where he was responsible for managing the operations of 222 branches spread across 5 (five) districts in the state of Rajasthan, India, amongst other responsibilities.

Mr. Kumar holds a Bachelor of Arts degree with honours in Economics and is a Chartered Financial Analyst (CFA). He is a Certified Associate of the Indian Institute of Banking and Finance and a Certified Treasury Professional. He holds certificates in securities operation and risk management, currency derivatives and equity derivatives.

NOMINEES

CADRE

PROGRAMME

VENDOR

Start Date

End Date

YEMI ADEOLA

CHAIRMAN

Corporate Governance Program: Developing Exceptional Board Leaders

Columbia Business School

06-May-

25

09-

May-25

Executive Masterclass on Cybersecurity for Board of Directors

Sterling Financial Holdings Company/ Deloitte

06-Aug-25

06-

Aug-25

ESG Risks & Sustainability Training Programme for Board Members

Sterling Financial Holdings Company/ FITC

19-Nov-25

19-

Nov-25

Compliance Risk Management for Board of Directors

Sterling Financial Holdings Company/ Ernst and Young

19-Nov-25

19-

Nov-25

YEMI ODUBIYI

GMD

2024 - 2025 Global CEO

Programme

MIT Sloan Executive Education

19-Jan-25

24-

Jan-25

2024 - 2025 Global CEO

Programme

MIT Sloan Executive Education

19-May-

25

23-

May-25

Executive Masterclass on Cybersecurity for Board of Directors

Sterling Financial Holdings Company/ Deloitte

06-Aug-25

06-

Aug-25

ESG Risks & Sustainability Training Programme for Board Members

Sterling Financial Holdings Company/ FITC

19-Nov-25

19-

Nov-25

Compliance Risk Management for Board of Directors

Sterling Financial Holdings Company/ Ernst and Young

19-Nov-25

19-

Nov-25

OLAYINKA ONI ABIODUN

ED-SFHC

Strategic Partnership with Huawei Technologies and Visit to Huawei Headquarters

Huawei

20-Jan-25

28-

Jan-25

Executive Summer School

IE Business School

07-Jul-25

11-Jul-

25

Executive CX Immersion Session - Shaping the Future of Our One Customer

Sterling Financial Holdings Company/ Lynn Hunsaker

01-Aug-25

01-

Aug-25

Executive Masterclass on Cybersecurity for Board of Directors

Sterling Financial Holdings Company/ Deloitte

06-Aug-25

06-

Aug-25

Leadership Programme of the Intellect Oxford School of Core Banking

Intellect Oxford School of Core Banking

20-Aug-25

22-

Aug-25

Speaking Engagement -McGill-HEC Montréal Executive MBA Programme

McGill-HEC Montréal Executive MBA Programme

28-Oct-25

04-

Nov-25

ESG Risks & Sustainability Training Programme for Board Members

Sterling Financial Holdings Company/ FITC

19-Nov-25

19-

Nov-25

Compliance Risk Management for Board of Directors

Sterling Financial Holdings Company/ Ernst and Young

19-Nov-25

19-

Nov-25

ISACA Lagos 2025 GRC

Conference

ISACA

21-Nov-25

22-

Nov-25

ABUBAKAR SULEIMAN

NED

Leading Digital and AI Transformation

IMD

28-Apr-25

02-

May-25

Executive CX Immersion Session - Shaping the Future of Our One Customer

Sterling Financial Holdings Company/ Lynn Hunsacker

18-Jul-25

18-Jul-

25

Executive CX Immersion Session - Shaping the Future of Our One Customer

Sterling Financial Holdings Company/ Lynn Hunsaker

01-Aug-25

01-

Aug-25

Executive Masterclass on Cybersecurity for Board of Directors

Sterling Financial Holdings Company/ Deloitte

06-Aug-25

06-

Aug-25

Leadership Programme of the Intellect Oxford School of Core Banking

Intellect Oxford School of Core Banking

20-Aug-25

22-

Aug-25

ESG Risks & Sustainability Training Programme for Board Members

Sterling Financial Holdings Company/ FITC

19-Nov-25

19-

Nov-25

AISHA BASHIR

INED -SFHC

Executive Masterclass on Cybersecurity for Board of Directors

Sterling Financial Holdings Company/ Deloitte

06-Aug-25

06-

Aug-25

ESG Risks & Sustainability Training Programme for Board Members

Sterling Financial Holdings Company/ FITC

19-Nov-25

19-

Nov-25

Compliance Risk Management for Board of Directors

Sterling Financial Holdings Company/ Ernst and Young

19-Nov-25

19-

Nov-25

Women on Boards: Succeeding as a Corporate Director

Harvard Business School

01-Dec-25

05-

Dec-25

ASHUTOSH KUMAR

NED- SFHC

Executive Masterclass on Cybersecurity for Board of Directors

Sterling Financial Holdings Company/ Deloitte

06-Aug-25

06-

Aug-25

ESG Risks & Sustainability Training Programme for Board Members

Sterling Financial Holdings Company/ FITC

19-Nov-25

19-

Nov-25

Compliance Risk Management for Board of Directors

Sterling Financial Holdings Company/ Ernst and Young

19-Nov-25

19-

Nov-25

ENIYE AMBAKEDEREMO

INED-SFHC

Executive Masterclass on Cybersecurity for Board of Directors

Sterling Financial Holdings Company/ Deloitte

06-Aug-25

06-

Aug-25

Women on Boards

IMD

25-Sep-25

26-

Sep-25

ESG Risks & Sustainability Training Programme for Board Members

Sterling Financial Holdings Company/ FITC

19-Nov-25

19-

Nov-25

Compliance Risk Management for Board of Directors

Sterling Financial Holdings Company/ Ernst and Young

19-Nov-25

19-

Nov-25

SHOLA ADEKOYA

NED-SFHC

Oxford Bank Governance Programme

Said Business School, University of Oxford

16-Jun-25

20-Jun-

25

Executive Masterclass on Cybersecurity for Board of Directors

Sterling Financial Holdings Company/ Deloitte

06-Aug-25

06-

Aug-25

ESG Risks & Sustainability Training Programme for Board Members

Sterling Financial Holdings Company/ FITC

19-Nov-25

19-

Nov-25

Compliance Risk Management for Board of Directors

Sterling Financial Holdings Company/ Ernst and Young

19-Nov-25

19-

Nov-25

Financial Year

Contravention/Penalty

Amount N

Regulator

2025

Failure to submit the Management Report on Internal Controls Over Financial Reporting (ICFR) and the Auditors' Independent Attestation.

25,000,000.00

FRC

2025

Delay in filing the Q4 returns to SEC

1,075,000.00

SEC