Corporate governance relates to the system of operating and controlling a company with a view to achieving the long term goals of the organization for the benefit of all stakeholders. Increasing shareholder activism has led to more demand for accountability on the part of organizations. At Zenith Bank, conscious of our enviable place in the industry and judging from the global interest in the banking industry at large and our bank in particular, we have put in place a robust system of corporate governance, bearing in mind the key elements of honesty, trust, integrity, openness and accountability as well as commitment to the organization goals.

Most of our processes have mechanisms that help in continually reappraising our operations to ensure that our business is conducted in line with good corporate governance and global best practices. For us at Zenith, corporate governance is a sacred trust.

The Bank has a diversified shareholder base, one of the largest in the country.

The Board of Directors is made up of a non- Executive Chairman, six (6) non-Executive Directors and seven (7) Executive Directors. The Board comprises persons of mixed skills and experience in different fields of human endeavour. Directors are conscious of their statutory responsibilities and are well informed of their obligations to shareholders. Adequate training programmes have been put in place to ensure that directors are constantly retrained to keep them abreast of developments in the industry and the economy.

During the financial year, Messrs. KPMG professional services was engaged to carry out an evaluation of Board members to determine their level of effectiveness and to recommend areas of possible improvement and changes. The Board is responsible for:
1. Reviewing and providing guidance for the Bank’s corporate strategy, major plans of action and risk policy. Review and approval of annual budgets and business plans; setting performance objectives, monitoring implementation and corporate performance.
2. Overseeing major capital expenditures, acquisition and divestitures.
3. Monitoring the effectiveness of the governance practices which the Bank operates and making appropriate changes as necessary.
4. Ensuring the integrity of the Bank’s accounting and financial reporting systems, including the independent audit and that appropriate systems of control and risk monitoring are in place.
5. Ensure the adequacy of internal and external controls.
6. Establishment of the various Committees of the Bank including the Terms of Reference, review of reports of such Committees to address key areas of the bank’s business.

The Board meets at least every quarter but may hold extra-ordinary meetings to address urgent issues that may arise. The Board met nine (9) times during the out-gone financial year.

The Board discharges its oversight functions through various Committees put in place. The Committees are set up in line with statutory and regulatory requirements and consistent with global best practices. 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 to ensure that decisions reached are as objective as possible. The Committees of the Board meet quarterly but may hold extra-ordinary sessions as the business of the bank demands.

The Committee is made up of seven (7) members comprising four (4) non-Executive Directors and three (3) Executive Directors of the Bank. The Board Credit Committee is chaired by a non-Executive Director who is well versed in credit matters, having retired as Managing Director/Chief Executive of a commercial bank. The Committee considers loan applications above the level of Management Credit Committee. It also determines the credit policy of the bank or changes therein.

The Committee meets quarterly but may meet at such other times as business exigency demands. The Committee met five (5) times during the financial year. Members of the Board Credit Committee are as follows:
1. Chief Eddy Egwuenu Chairman
2. Sir. S.P.O. Fortune Ebie Member
3. Sir. Steve Omojafor Member
4. Alhaji Baba Tela Member
5. Mr. Jim Ovia Member
6. Mr. Godwin I. Emefiele Member
7. Mr. Elias Igbinakenzua Member

This Committee is made up of seven (7) members: four (4) non-Executive Directors and three (3) Executive Directors. It is chaired by a non-executive Director. The Committee looks into large scale procurement by the Bank, and matters bordering on staff welfare, discipline, staff remuneration and promotion. The Committee meets every quarter but may also meet at such other times as business exigency demand

5. Staff Matters, Finance and General Purpose Committee: The Committee met five (5) times during the financial year. The members are:
1. Prof (Prince) L.F.O. Obika Chairman
2. Mr. Babatunde Adejuwon Member
3. Sir. S.P.O. Fortune-Ebie Member
4. Sir. Steve Omojafor Member
5. Mr. Jim Ovia Member
6. Mr. Godwin I. Emefiele Member
7. Mr. Apollos Ikpobe Member

The Board Risk Management Committee has oversight responsibility for the overall risk assessment of various areas of the Bank’s operations and compliance. Chaired by Chief Eddy Egwuenu (a non-Executive Director), the Committee’s membership comprises the following members:
1. Sir. S.P.O. Fortune-Ebie Member
2. Sir. Steve Omojafor Member
3. Prof. (Prince) L.F.O. Obika Member
4. Mr. Babatunde Adejuwon Member
5. Mr. Jim Ovia Member
6. Mr. Godwin Emefiele Member
7. Mr. Peter Amangbo Member
8. Mr. Udom Emmanuel Member

The Committee met three (3) times during the financial year. The Chief Risk Officer has access to this Committee and makes quarterly presentations for the consideration of the Committee

The EXCO comprises the Managing Director, who chairs it and all Executive Directors. The Committee meets twice 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. 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

There is also the Audit Committee of the Bank. 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.

Alhaji Hamis B. Musa, a shareholder representative chaired the Committee during the year. Other members of the Committee include Mr. Alade Akesode, Sir. S.P.O. Fortune Ebie, Chief Eddy Egwuenu, Professor(Prince)L.F.O Obika and Ms. Angela Agidi. The Committee meets every quarter, but could also meet at any other time, should the need arise. The Committee met five (5) times during the financial year

In addition to the afore-mentioned Committees, the Bank has in place, other Standing Committees. They include:
(a) Assets and Liabilities Committee (ALCO)
(b) Management Committee (MANCO)
(c) Management Credit Committee (MCC)
(d) Risk Management Committee (RMC)
(e) Information Technology (IT) Steering Committee