Corporate Governance
We employ high standards of governance that are establishing a new benchmark for our industry
At the center of our culture.
Governance sits right at the centre of our culture. Our working practices are effective, transparent and robust – all our employees are aware of our policies and strictly abide by them.
We will never compromise our reputation or sustainable long-term growth for short-term gains. We employ world-class risk management capabilities that balance risk and return.
We recognise that good corporate governance is fundamental to earning and retaining the confidence and trust of our stakeholders. It provides the structure on which the objectives of the Bank are set and the means of attaining those objectives.
Creating strong client relationships
The foundation for promoting sound corporate governance within the Bank is collectively provided by the Codes of Corporate Governance for Banks in Nigeria issued by the Central Bank of Nigeria, CBN Circulars (Ref: BSD/ GCA/CON/CORONATION MB/02/071) dated 15 October 2014 titled “Re-Code of Corporate Governance for Banks and Discount Houses in Nigeria”, the Securities and Exchange Commission’s Codes of Best Practice, and Coronation Merchant Bank Limited’s principles of Corporate Governance.
Coronation Merchant Bank’s corporate governance methodology and approach are in accordance with the COSO Internal Control Integrated Framework, which is the product of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and is recognised as a leading framework for assessing the effectiveness of internal control. It supports the efforts of the Bank to achieve its corporate objectives through five components and seventeen principles of internal control, which are relevant to all entities and their individual operating units and functions.
Accordingly, the process provides a holistic and effective method for monitoring the five components of internal control in Coronation Merchant Bank, as outlined below.
Control Environment
The internal organisational environment is driven by the management-operated philosophy, risk appetite, integrity and ethical values.
Risk Assessment
Risks are identified and their potential impact on the organisation is assessed.
Control Activities
Policies and procedures are implemented to ensure organisational objectives and risk mitigation activities are effectively executed.
Information & Communication
Relevant information is communicated in an acceptable format and in a timely fashion to enable the organisation to meet its objectives.
Monitoring
The internal control process is continually monitored and required modifications are made to improve internal control activities. When monitoring is designed and implemented appropriately, it benefits Coronation Merchant Bank in the following ways:
- The identification and correction of internal control issues on a regular basis
- The production of more accurate and reliable information for use in decision-making
- The preparation of accurate and timely financial statements
- The publication of periodic certifications or assertions on the effectiveness of internal control.
- The above facilitates effective monitoring that leads to organisational efficiency and reduced costs associated with public reporting on internal control, as problems are identified and addressed in a proactive, rather than reactive, manner.
Consequently, compliance with all relevant legislation, regulations, standards and codes is an essential characteristic of the Bank’s culture. The Board monitors such compliance by means of management reports, which include information on any significant interactions with key stakeholders.
Governance Structure
Shareholders Meetings
Shareholders meetings are duly convened, and held in line with the Bank’s Articles of Association and existing statutory and regulatory regimes in an open manner for deliberating issues affecting the Bank’s strategic direction. Attendance to Annual General Meetings (AGM) is open to shareholders or their proxies. Proceedings at such meetings are usually monitored by members of the press, as well as by representatives of regulatory authorities, such as the Central Bank of Nigeria, the Nigerian Stock Exchange and the Securities and Exchange Commission..
Board, Composition & Role
The Board is comprised of ten members, including the Chairman, four non-Executive Directors, three Independent Directors, one executive Director and the Managing Director. The Board is able to reach impartial decisions, as it is made up of a combination of Independent and Non-Independent Directors with no shadow or alternate Directors. The Board meets quarterly and emergency meetings are convened as required.
- With our strong funding base and lean operating structure, we offer highly competitive pricing, driving out cost inefficiencies and providing exceptional value in comparison with our competitors.
- In time, our market leadership will support a range of premium and enhanced products and services, supported by our influential reputation and track record.
The Standing Committees
The Board carries out its oversight function through its Standing Committees, each of which has a charter that clearly defines its purpose, composition and structure, as well as frequency of meetings, duties, tenure and reporting lines to the Board. In adherence to best practice, the Chairman of the Board does not sit on any of the Committees.
The Board Four Standing committees are:
- The Board Risk Management Committee
- The Board Audit Committee
- The Board Governance & Nominations Committee
- The Board Credit & Investment Committee.
In an assessment of the Bank’s compliance with Corporate Governance Best Practice, which is complementary to its financial performance, Agusto & Co, Nigeria’s foremost rating agency, upgraded Coronation Merchant Bank’s rating from ‘A-‘ to ‘A’ in 2016. This achievement of commendable corporate governance standards connotes the existence of robust corporate governance processes, with the ability to meet financial obligations and stakeholder expectations through a strong risk management governance process.
Performance monitoring and evaluation
In its discharge of oversight functions, the Board of Directors engages the Management in the definition of a clear strategy, and in the planning and execution of the defined strategy. Management, in turn, provides regular updates to the Board on the execution of the defined strategy via Management reports at Board meetings. Consequently, the Board is able to assess the effectiveness of the strategic objectives.
The Bank continuously monitors its Corporate Governance performance and sends periodic reports to the regulator. An independent consultant reviews and evaluates the performance and effectiveness of the Board, its standing Committees and individual Directors on an annual basis.
The choice to employ an independent consultant encourages the Directors to be open in their discussions during the review, as the independent consultant does not have any connection with the Bank or any of its directors. In the 2015 fiscal year, the Bank engaged the services of Ernst and Young Professional Services to review and evaluate the performance of the Board.
This exercise included Directors’ self-assessments and peer assessments, in addition to assessments of the Board’s Standing Committees. Evaluations were also conducted against the CBN Guidelines on Independent Directors of Banks, the results of which confirmed that the Board maintains a high level of effectiveness.
Strategic Objectives
The Strategic Objectives of Coronation Bank are:
- To be the most efficient and profitable Merchant Bank
- To operate a lean and high-quality organisation
- To leverage technology to drive operational excellence
- To develop specialist capabilities required to become an investment bank of reference
- To maintain strong corporate governance and high ethical business practices.
Consumer protection and customer complaints management
- In compliance with the Central Bank of Nigeria (CBN) circular (Ref: BOD/ DIR/CIR/2009/GEN/10) dated 18 December 2009, Coronation Merchant Bank has incorporated an appropriate and effective system for addressing customers’ grievances and complaints. The objective is to reduce the spate of customer complaints and to enhance public confidence and customer satisfaction.
- This management system includes a dedicated e-mail address (customercomplaints@coronation.com), which automatically sends alerts to our designated officers. There is also a help desk, whose address is listed on all of our contract and investment letters to customers and counterparties.
Adoption of the Gender Diversity Policy
In compliance with the Bankers’ Committee directives from its meeting on 10 April 2012, Coronation Merchant Bank has adopted the Gender Diversity Policy, which seeks to address gender equality within the organisation through Women’s Economic Empowerment. This policy provides a guide to entrenching a corporate culture that promotes gender equality, and facilitates a more diverse and representative workforce and management structure within the organisation.
This policy aims to achieve a minimum of 30% female representation both at the Board and at the Senior Management levels, subject to the identification of candidates with the appropriate skill sets. In compliance with this policy, the Bank currently has two female Non-Executive Directors: Mrs Suzanne Iroche and Ms Evelyn Oputu.
In accordance with this commitment, our policy emphasises placing value on the benefits that a diverse workforce brings to the Company and on providing a workplace where:
• Everyone is valued and respected for his/her distinctive skills, experiences and perspectives
• Structures, policies and procedures are in place to assist employees in effectively balancing their work, family life and other responsibilities
- Decision-making processes in recruitment activities take diversity into account
- Employees have access to opportunities based on merit
- Company culture is free from discrimination, harassment and bullying
- Employment decisions are transparent, equitable and procedurally fair.
In line with this policy, Coronation Merchant Bank shall continually strive to treat all employees, prospective employees and customers fairly and equally regardless of their gender, sexual orientation, family status, race, colour, nationality, ethnic or national origin, religious belief, age, physical or mental disability.
Report of the Appraisal of the Board of Directors
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