Corporate Governance
Commitment To Corporate Governance
Regent Microfinance Bank Ltd 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 Regent Mfb 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 Regent Mfb Ltd 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 Regent Mfb’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.
Institutionalized individual accountability and responsibility through empowerment and relevant authority.
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.
Role of board
Actions are taken on a fully informed basis, in good faith with due diligence and care and in the best interest of the Bank’s and its shareholders.
Enhancing compliance with applicable laws and regulations and the interest of the stakeholders. Where there is any conflict between the rules of Regent Mfb Ltd, the local laws and legislation supersede.
Conformity with overall Regent Mfb Ltd strategy and direction.
Transparency and full disclosure of accurate, adequate and timely information regarding the personal interest of directors in any area of potential conflict regarding the Bank’s business.
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
Regent Microfinance bank Ltd 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
