Corporate Governance refers to the system by which a company is directed and controlled with a view to achieving the long term goals of the company and to creating shareholder value.

Our business at Zenith Bank is guided by the need to maintain a high level of transparency and responsibility at all times as well as proper oversight of the Bank in accordance with best practice.

The governance structure of the Bank is driven principally by the Board of Directors, who are conversant with the business of the Bankand are conscious of their roles and responsibilities to shareholders.

The Bank has one of the largest shareholder bases in the country, which spans a broad spectrum ofthe society.

The Board of Directors is made up of a non-executive Chairman, six (6) non-executive Directors and six (6) executive Directors. Two (2) of the non-executive Directors are independent directors, appointed in compliance with the Central Bank of Nigeria (CBN) circular on appointment of independent directors by Banks.

The Board meets at least every quarter but may hold extra-ordinary sessions to address urgent issues that may arise.

The Board discharges its oversight functions through various Board Committees. The Committees are set up in line with statutory and regulatory requirements and consistent with global best practice.

Membership of the Committees of the Board is intended to make the best use of the skills and experience of non-executive directors in particular. The Committees have well defined terms of reference and consider matters that fall within their purview in such way as to avoid overlap of functions and to ensure that decisions reached are as objective as possible. The Committees of the Board meet quarterly but may hold extraordinary sessions as business ofthe Bank demand.

The membership of the Committee, the composition of which is as follows:

Old members (January to July 31, 2010)
1. Chief Eddy Egwuenu (Chairman) **
2. Sir. S.P.o. Fortune
3. Sir. Steve Omojafor *
4. Alhaji Baba Tela
5. Mr. Jim Ovia **
6. Mr. Godwin Emefiele
7. Mr. Eliaslgbinakenzua

The Committee was recently reconstituted following the retirement of some Directors in line with the Central Bank of Nigeria (CBN) policy of 10 years tenorfor Bank Managing Directors and 12 years maximum tenor for Non-executive Directors.

This Committee is made up of six (6) members three (3) non Executive Directors and three (3) Executive Directors. It is chaired by a non-executive Director. The Committee considers large scale procurement by the Bank, as well as matters bordering on staff welfare, discipline, staff remuneration and promotion.

The membership of the Committee is as follows:

Old members (January to July31, 2010)
1. Prof (Prince) U.O. Obika ** (Chairman)
2. Mr. Babatunde Adejuvvon
3. Sir. SP.O. Fortune Ebie **
4. Sir. Steve Omojafor
5. Mr. Jim Ovia **
6. Mr. Godwin Emefiele
7. Mr. Apollos Ikpobe

New members (August 1 to December 31,2010)
1. Alhaji Baba Tela (Chairman)
2. Ms. Amal Pepple
3. Prof. Chukuka Enwemeka
4. Mr. Peter Amangbo
5. Mr. Andy Ojei

The Board Risk Management Committee has oversight responsibility for the overall risk assessment of various areas of the Bank's operations and compliance.

The Chief Risk Officer has access to this Committee and makes quarterly presentations for the consideration of the Committee. Chaired by Mr. Jeffrey Efeyini (a non executive Director).

The Committee's membership comprises the following:
Old members (January to July 31,2010)
1. Chief Eddy Egwuenu ** (Chairman)
2. Sir. S.P.O. Fortune Ebie **
3. Sir. Steve Omojafor "
4. Prof (Prince) L.F.O. Obika **
5. Mr. Babatunde Adejuvvon
6. Mr. Jim Ovia **
7. Mr. Godwin Emefiele
8. Mr. Peter Amangbo
9. Mr. Udom Emmanuel

New members (August 1 to December 31,2010)
1. Mr. Jeffrey Efeyini (Chairman)
2. Ms. Amal Pepple
3. Alhaji Lawai Sani
4. Mr. BabatundeAdejuwon
5. Mr. Andy Ojei
6. Mr. Udom Emmanuel
7 Mr. Godwin Emefiele

The Committee is established In line with Section 359(6) of the Companies and Allied Matters Act, 1990. We recognize the Committee as the "guardian of public interest", and reflect this both In the composition and caliber of its membership. The Committee's membership consists of three (3) representatives of the shareholders elected at the last Annual General Meeting (AGM) and three (3) non-executive Directors. The Committee meets every quarter, but could also meet at any other time, should the need arise.

The membership of the Committee is as follows:

Shareholders (old members) (January to July 31, 2010)
1. Alhaji Hamis B. Musa (Chairman)
2. Mr. Alade Akesode
3. Ms. Angela Agldi
Directors (Old members)
1. Chief Eddy Egwuenu **
2. Sir. S.P.O. Fortune Ebie **
3. Prof(Pnnce) L.F.O. Obika **

Shareholders (members) (August 1 to December 31, 2010)
1. Alhaji Hamis B. Musa (Chairman)
2. Mr. Alade Akesode
3. Ms. Angela Agidi
Directors (New members)
1. Mr. BabatundeAdejuwon
2. Alhaji Lawai Sani
3. Mr. Jeffrey Efeyini

The EXCO comprises of the Managing Director and all Executive Directors. The Committee meets weekly (or such other times as business exigency may require) to deliberate and take policy decisions on the effective and efficient management of the Bank. It also serves as a processing unit for issues to be discussed at the Board level. EXCO's primary responsibility IS to ensure the implementation of strategies approved by the Board, provide leadership to the Management team and ensure efficient deployment and management of the Bank's resources. Its Chairman is responsible for the day-to-day running and performance of the Bank.

In addition to the afore-mentioned Committees, the Bank has in place, other Standing Management Committees. They include:
(a) Management Committee (MANCO) -(Comprising staff of AGM level and above)
(b) Management Global Credit Committee (MGCC)
(c) Risk Management
(d) Information Technology (IT) Steering Committee
The table below shows the frequency of meetings of the Board of Directors, Board Committees and members' attendance at these meetings during theyear under review.

Note:
* Three new Directors were appointed dunng the financial year (23 June 2010). (Board Committees were reconstituted due to retirement of some Directors during the financial year and appointment of new Directors).
The table below shows the frequency of meetings of the Audit Committee and members' attendance at these meetings during the year under review.

As a deliberate policy, Zenith Bank maintains an effective and candid communication with its shareholders, which enables them understand our business, financial condition and operating performance and trends. Apart from our annual report and accounts, proxy statements and formal shareholders' meetings, we maintain a rich website (with suggestion boxes) that provide information on a wide range of issues for all stakeholders.

The Bank has an Investors Relations Unit which holds regular sessions to brief all stakeholders on operations of the Bank.

The Bank also, from time to time, holds briefing sessions with market operators (stockbrokers, dealers, institutional investors, issuing houses, stock analysts, etc) to update them with the state of our business. These professionals, as advisers and purveyors of information, relate with and relay to the shareholders useful information about us. We also regularly brief the regulatory authorities, and file statutory returns which are usually accessibleto the shareholders.