Corporate Governance



Commitment To Corporate Governance

Balogun Gambari Microfinance Bank Limited remains committed to institutionalizing corporate governance principles as part of the corporate structure. It continues to ensure adherence to the implementation of corporate governance rules of the Central Bank of Nigeria. Presently, the Board continues to operate in line with its responsibilities as contained in Regulatory Codes of Corporate Governance, the Articles of Association and the Companies and Allied Matters Act. Its oversight of the operations and activities of the bank are carried out transparently, without undue influence. Essentially, fair value corporate governance depends on the quality and integrity of our directors. Consequently, the bank has undertaken to create the institutional framework conducive to defending the integrity of our directors, and is convinced that on account of this, the Board of Balogun Gambari Microfinance Bank Limited is functioning in a highly effective manner. It is intended that we continue to challenge ourselves to improve the standard in areas where need for improvement has been identified.

Board Composition

The Board of Directors of Balogun Gambari Microfinance Bank Limited is composed of a chairman and four directors – one executive director, one independent non-executive directors and three non-executive directors – in line with regulatory best practice, which requires the number of non-executive directors to be more than the executive directors. There is a clear separation of duties between the Managing Director and the Chairman of the Board. The Board meets regularly to set broad policies for the Bank’s business and operations, and it ensures that an objective and professional relationship is maintained with the Bank’s auditors in order to promote transparency in financial and non-financial reporting. Directors’ emoluments, as well as their shareholding information, are disclosed in the Bank’s Annual Report and Accounts.

Guiding Principle

The Guiding Principles of BGMFB’s Code of Corporate Governance remain as follows: All power belongs to the shareholders. Delegation of authority by the owners to the Board and subsequently to Board Committees and executives is clearly defined and agreed. Clear terms of reference and accountability for committees at Board and executive levels. Effective communication and information sharing outside of meetings. Investment and capital management, investor relations, Bank financial and statutory reporting, articulation and approval of Bank policies, setting overall Bank strategic direction, monitoring and coordinating Bank performance, succession planning for key positions on the Boards of the Bank. Reviewing alignment of goals, major plans of action, annual budgets and business plans with overall strategy; setting performance objectives; monitoring implementation and corporate performance and overseeing major capital expenditure in line with approved budget. Ensuring the integrity of the Bank’s accounting and financial reporting systems in place for monitoring risk, financial control and compliance with the law. Selecting, compensating, monitoring and, when necessary, replacing key executives and overseeing succession planning. Interfacing with the management of the Bank to ensure harmony in implementing Bank strategy. Performing all statutory roles as required by law. Through the establishment of Board Committees, making recommendations and taking decisions on behalf of the Board on issues of expenditure that may arise outside the normal meeting schedule of the Board. Ratifying duly approved recommendations and decisions of the Board Committees.

Compliance Reporting

Insider credit applications are presented to the Board Credit Committee and related party transactions are disclosed in the Annual Reports and to the Central Bank of Nigeria (CBN). The Bank has established effective whistle-blowing procedures and the implementation of the Corporate Governance code is monitored and reported on.

Communication with Shareholders

Balogun Gambari Microfinance Bank Limited maintains regular contact with its shareholders through its Investor and the Managing Director, Chief Financial Officer and various members of the management of the Bank’s operating