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Corporate Governance

Corporate Governance stands for responsible and transparent management and corporate control oriented towards a sustainable increase in value. We, at Guaranty Trust Bank Plc (“the Bank”) are convinced that good corporate governance is an essential foundation for sustainable corporate success and enhances the confidence placed in the Bank by our shareholders, business partners, employees and the financial markets in which we operate. All these, we have enshrined in the Bank’s “Orange rules” which are Simplicity, Professionalism, Service, Friendliness, Excellence, Trustworthiness, Social Responsibility and Innovation signify the principal ideologies upon which the Bank was established and remain the foundation upon which we have built and developed our exemplary corporate governance practices. The Orange rules are fundamental to our culture and are part of the everyday conduct of the Bank’s business.

As a company publicly quoted on The Nigerian Stock Exchange with Global Depositary Receipts (GDRs) listed on the London Stock Exchange, the Bank remains dedicated to its duties and pledge to safeguard and increase investor value through transparent corporate governance practices.

The Bank ensures compliance with the Code of Corporate Governance for Public Companies issued by the Securities and Exchange Commission (“the SEC Code”), the revised Code of Corporate Governance for Banks and Discount Houses in Nigeria issued by the Central Bank of Nigeria (“the CBN Code”) in May 2014, as well as disclosure requirements under the Disclosure and Transparency Rules of the Financial Conduct Authority (FCA), United Kingdom, which are applicable to non-United Kingdom companies with Global Depositary Receipts (GDRs) listed on the London Stock Exchange.

The Bank has a Code of Corporate Governance which provides a robust framework for the governance of the Board and the Bank. The Bank’s Code of Corporate Governance is continuously reviewed to align with additional legal and regulatory requirements and global best practices, in order to remain a pace setter in the area of good corporate governance practices. In addition to the Code, the Bank aggressively promotes its core values to employees of the Bank through its Code of Professional Conduct; its Ethics Policy as well as Communications Policy, which regulate employee relations with internal and external parties. This is a strong indicator of the Bank’s determination to ensure that its employees remain professional at all times in their business practices. The Bank also has an entrenched culture of openness in which healthy discourse is encouraged and employees are mandated to report improper activities in the Bank.

The Bank complies with the requirements of the Central Bank of Nigeria (“CBN”) in respect of internal review of its compliance status with defined corporate governance practices and submits reports on the Bank’s compliance status to the CBN and the Nigeria Deposit Insurance Corporation. The Bank also conducts an Annual Board and Directors’ Review/Appraisal covering all aspects of the Boards’ structure, composition, responsibilities, processes and relationships, in compliance with the requirement of the CBN Code.

The Bank has an entrenched culture of openness in which healthy discourse is encouraged and employees are mandated to report improper activities. The Bank continues to serve customers, clients and communities; and create returns for stakeholders. The belief that success is only worth celebrating when achieved the right way through a process supported and sustained with the right values remains one of the Bank’s guiding principles. Our commitment to this principle is for us the key to keeping public trust and confidence in our Bank and the key to our continued long-term success.

Board Of Directors

The Board of Guaranty Trust Bank plc is comprised of Fourteen (14) members, including the Chairman, Managing Director, Deputy Managing Director, Four (4) Executive Directors and Seven (7) Non-Executive Directors. The roles of the Chairman and Chief Executive are separate. The Bank's Board is made up of a crop of seasoned professionals who have excelled in their various fields cutting across banking, oil and gas and law.

The Non-Executive Directors have the requisite integrity, skills and experience to bring independent judgment to bear on Board deliberations and discussions. The Board is responsible to shareholders for creating and delivering sustainable shareholders value through the management of the Bank's business. The Board is accountable to shareholders and is responsible for the management of the Bank's relationships with its various stakeholders. The Board accordingly determines the strategic objectives and policies of the Bank to deliver long-term value, providing overall strategic direction within a framework of rewards, incentives and controls.

The Board of Directors is responsible for the governance of the Bank and is accountable to shareholders for creating and delivering sustainable value through the management of the Bank’s business.

Having the right people with an appropriate balance of skills, knowledge and experience is an important aspect of corporate governance in order to continue to have an effective Board and an executive management team to steer the affairs of the Bank in an ever challenging environment. The Bank’s rigorous and robust appointment and effective succession planning framework is one way of ensuring that we continue to have the right people to drive the business in the desired direction

The Board of Directors of the Bank is made up of seasoned professionals who have excelled in various sectors including banking, accounting, engineering, oil and gas as well as law. They possess the requisite integrity, skills and experience to bring to bear independent judgment on the deliberations of the Board and decisions of the Board (without prejudice to Directors’ right to earn Directors’ fees and hold interest in shares). The Directors have a good understanding of the Bank’s businesses and affairs to enable them properly evaluate information and responses provided by Management, and to provide objective challenge to Management. Directors challenge each other’s assumptions, beliefs or viewpoints as necessary for the good of the Bank and question intelligently, debate constructively and make decisions dispassionately

The Board of Directors of the Bank currently consists of thirteen (13) Directors with an existing vacancy for a Non-Executive Director. They are as follows:

S/No.  Directors   Designation
 1.  Mrs. O. A. Demuren   Chairman
 2.  Mr. J. K.O. Agbaje    Managing Director / Chief Executive Officer
 3.  Mr. O. M. Agusto  Non-Executive Director
 4.  Mr. K. A. Adeola  Non-Executive Director
 5.  Mr. I. Hassan  Non-Executive Director
 6.  Mr. H. A. Oyinlola  Non-Executive Director
 7.  Ms. I. Akpofure  Non-Executive Director
 8.  Mr. B. T. Soyoye  Non-Executive Director
 9.  Mr. A. A. Odeyemi  Non-Executive Director
 10.  Mrs. O. O. Omotola  Executive Director
 11.  Mr. A. Oyedeji  Executive Director
 12.  Mr. H. Musa  Executive Director
 13.  Mr. M. J. Lawal  Executive Director


The Board has ultimate responsibility for determining the strategic objectives and policies of the Bank to deliver long-term value by providing overall strategic direction within a framework of rewards, incentives and controls.

The Board has delegated the responsibility for day-to-day operations of the Bank to Management and ensures that Management strikes an appropriate balance between promoting long-term growth and delivering short-term objectives. In fulfilling its primary responsibility, the Board is aware of the importance of achieving a balance between conformance to governance principles and economic performance.

The Board exercises its oversight responsibilities through six (6) Committees, namely Board Risk Management, Board Credit, Board Human Resources and Nominations, Board Remuneration, Board Information Technology Strategy, and the Board Audit. The Statutory Audit Committee of the Bank, which comprises equal numbers of representatives of the Board and Shareholders, also performs its statutory role as stipulated by the Companies and Allied Matters Act, LFN, Cap 20, Companies and Allied Matters Act (2004) (CAMA).

The Board plays a central role in conjunction with Management in ensuring that the Bank is financially strong, well governed and risks are identified and well mitigated. The synergy between the Board and Management further fosters interactive dialogue in setting broad policy guidelines in the management and direction of the Bank to enhance optimal performance and ensure that associated risks are properly managed.

The Board meets quarterly and additional meetings are convened as required. Material decisions may be taken between meetings by way of written resolutions, as provided for in the Articles of Association of the Bank. The Directors are provided with comprehensive group information at each of the quarterly Board meetings and are also briefed on business developments between Board meetings.



Board Risk Management Committee

This Committee is tasked with the responsibility of setting and reviewing the Bank’s risk policies. The coverage of supervision includes the following: Credit Risk, Reputational Risk, Operations Risk, Technology Risk, Market and Rate Risks, Liquidity Risk and other pervasive risks as may be posed by the events in the industry at any point in time.

The Terms of Reference of the Board Risk Management Committee includes the following:

  • Reviewing and recommending for the approval of the Board, the Bank’s Risk Management Policies including the risk profile and limits;
  • Determining the adequacy and effectiveness of the Bank’s risk detection and measurement systems and controls;
  • Evaluating the Bank Group’s internal control and assurance framework annually, in order to satisfy itself on the design and completeness of the framework relative to the activities and risk profile of the Bank and its subsidiaries;
  • Oversight of Management’s process for the identification of significant risks across the Bank and the adequacy of risk mitigation, prevention, detection and reporting mechanisms;
  • Reviewing and recommending to the Board for approval, the contingency plan for specific risks;
  • Reviewing the Bank’s compliance level with applicable laws and regulatory requirements which may impact on the Bank’s risk profile;
  • Conducting periodic review of changes in the economic and business environment, including emerging trends and other factors relevant to the Bank’s risk profile;
  • Handling any other issue referred to the Committee from time to time by the Board.


The Committee meets quarterly and additional meetings are convened as required. The Chief Risk Officer of the Bank presents regular briefings to the Committee at its meetings.

Membership of the Committee is currently made up of six (6) members comprising: three (3) Non-Executive Directors and three (3) Executive Directors.

Board Credit Committee

The Board Credit Committee is responsible for approval of credit facilities in the Bank. The Terms of Reference of this Committee includes but are not limited to the following:

  • Considering and approving specific loans above the Management Credit Committee’s authority limit, as determined by the Board from time to time;

  • Reviewing Management Credit Committee’s authority level as and when deemed necessary and recommending new levels to the Board for consideration;

  • Conducting quarterly review of credits granted by the Bank to ensure compliance with the Bank’s internal control systems and credit approval procedures;

  • Notifying all Director-related loans to the Board;

  • Monitoring and notifying the top debtors to the attention of the Board;

  • Reviewing the Bank’s internal control procedures in relation to credit risk assets and ensuring that they are sufficient to safeguard the quality of the Bank’s risk assets;

  • Reviewing the Asset and Liability Management of the Bank;

  • Reviewing and ensuring that the Bank complies with regulatory requirements regarding the grant of credit facilities; and

  • Handling such other issues referred to the Committee from time to time by the Board.

All credits considered as “Large Exposures” as defined by the Board of Directors from time to time are considered and approved by the Board Credit Committee at a special meeting convened for that purpose. In view of the volume of transactions that require Board Credit Committee approvals, there are instances where the need arises for credits to be approved by members expeditiously between Board Credit Committee Meetings. Such urgent credits are circulated amongst the members for consideration and approval in line with a defined procedure that ensures that all members of the Committee are furnished with full information on such credits

The Board Credit Committee meets at least once in each quarter. Additional meetings are however, convened as required.

Membership of the Committee is currently made up of five (5) members comprising: three (3) Non-Executive Directors and two (2) Executive Directors.



Board Human Resources and Nominations Committee

This Committee is responsible for the approval of Human Resources related matters, Identification and Nomination of candidates for appointment to the Board and Board Governance issues such as annual evaluation of the performance of the Managing Director and the Board, Induction and Continuous Education, approval of promotion of top management staff, Corporate Governance, Succession Planning, Conflict of Interest situations and compliance with legal and regulatory provisions.

The Committee is also responsible for the oversight of strategic people issues, including employee retention, equality and diversity as well as other significant employee relations matters.

The Committee is required to meet at least once a year. Additional meetings may be convened as the need arises.

Membership of the Committee is currently made up of five (5) members comprising: three (3) Non-Executive Directors and two (2) Executive Directors.

Board Remuneration Committee

The Board Remuneration Committee has the responsibility of setting the principles and parameters of Remuneration Policy across the Bank, determining the policy of the Bank on the remuneration of the Managing Director and other Executive Directors and the specific remuneration packages and to approve the policy relating to all remuneration schemes and long term incentives for employees of the Bank.

The Committee is required to meet at least once a year. Additional meetings may be convened as the need arises.

Membership of the Committee is currently made up of two (2) members Non-Executive Directors.


Board Information Technology Strategy Committee

The Board Information Technology Strategy Committee is responsible for the provision of strategic guidance to Management on Information Technology issues and monitoring the effectiveness and efficiency of Information Technology within the Bank and the adequacy of controls.

The Terms of Reference of the Board Information Technology Strategy Committee includes:

  • Providing advice on the strategic direction of Information Technology issues in the Bank;
  • Informing and advising the Board on important Information Technology issues in the Bank;
  • Monitoring overall Information Technology performance and practices in the Bank.

Membership of the Committee is made up of three (3) members comprising: two (2) Executive Directors, one (1) Non-Executive Director. However, other Non-Executive Director are invited as attendees to the meetings of the Committee.

The Committee is required to hold its Meetings bi-annually.

Board Audit Committee

The Board Audit Committee is responsible for oversight of audit functions, without prejudice to the Statutory Audit Committee established in compliance with CAMA, which is not considered a Board committee. The Terms of Reference of the Board Audit Committee includes but is not limited to the following:

  • Keeping the effectiveness of the Bank’s system of accounting, reporting and internal control under review and ensuring compliance with legal and agreed ethical requirements;
  • Reviewing the activities, findings, conclusions and recommendations of the external auditors relating to the Bank’s annual audited financial statements;
  • Reviewing the Management Letter of the External Auditors and Management’s response thereto;
  • Reviewing the appropriateness and completeness of the Bank’s statutory accounts and its other published financial statements; and
  • Ensuring that the Bank’s Investment Valuation Policy is updated to take into account changes in International Financial Reporting Standards (IFRS) as issued and/or amended from time to time by the International Accounting Standards Board and/or in valuation techniques as recommended by the European Venture Capital Association and best practices.

Membership of the Committee is currently made up of three (3) Non-Executive Directors.

The Committee is required to hold its Meetings once every quarter.


Statutory Audit Committee of the Bank

This Committee is responsible for ensuring that the Bank complies with all the relevant policies and procedures both from the regulators and as laid-down by the Board of Directors. Its major functions include the approval of the annual audit plan of the internal auditors, review and approval of the audit scope and plan of the external auditors, review of the audit report on internal weaknesses observed by both the internal and external auditors during their respective examinations and to ascertain whether the accounting and reporting policies of the Bank are in accordance with legal requirements and agreed ethical practices.

The Committee also reviews the Bank’s annual and interim financial statements, particularly the effectiveness of the Bank’s disclosure controls and systems of internal control as well as areas of judgment involved in the compilation of the Bank’s results. The Committee is responsible for the review of the integrity of the Bank’s financial reporting and oversees the independence and objectivity of the external auditors. The Committee has access to External Auditors to seek explanations and additional information, while the Internal and External Auditors have unrestricted access to the Committee, which ensures that their independence is in no way impaired.

The Committee is made up of three (3) Non-Executive Directors and three (3) Shareholders’ representatives appointed at Annual General Meetings, while the Chief Inspector/Chief Internal Auditor of the Bank serves as the Secretary to the Committee. The membership of the Committee at the Board level is based on relevant experience of the Board members, while one of the shareholders’ representatives serve as the Chairman of the Committee.

The Committee is required to hold its Meetings once every quarter.

Management Committees

These are Committees comprising Senior Management staff of the Bank. The Committees are risk driven as they are basically set up to identify, analyze, synthesize and make recommendations on risks arising from day to day activities of the Bank. They also ensure that risk limits as contained in the Board and Regulatory policies are complied with at all times. They provide inputs for the respective Board Committees and also ensure that recommendations of the Board Committees are effectively and efficiently implemented.

The standing Management Committees in the Bank are:

  • Management Risk Committee;
  • Management Credit Committee;
  • Criticized Assets Committee;
  • Assets and Liability Management Committee;
  • Information Technology (IT) Steering Committee;
  • Information Technology (IT) Risk Management Committee.

Management Risk Committee

This Committee is responsible for regular analysis and consideration of risks in the Bank. The Committee meets from time to time and at least quarterly. However, additional meetings may be held if required. The Committee reviews and analyses environmental issues and policies impacting either directly or remotely on the Bank, brainstorms on such issues and recommends steps to be taken by the Bank. The Committee’s approach is risk based.

The Committee provides inputs for the Board Risk Management Committee and also ensures that the decisions and policies emanating from the Committee’s meetings are implemented.

The mandate of the Committee includes:

  • Reviewing the effectiveness of GTBank’s overall risk management strategy at the enterprise level;
  • Following-up on management action plans based on the status of implementation compiled by the Management Risk Committee;
  • Identifying and evaluating new strategic risks including corporate matters involving regulatory, business development issues, e.t.c., and agree on suitable mitigants; and
  • Reviewing the Enterprise Risk scorecard and determining the risks to be escalated to the Board on a quarterly basis.

Management Credit Committee (MCC)

This Committee is responsible for ensuring that the Bank complies fully with the Credit Policy Guide as laid down by the Board of Directors. The Committee also provides inputs for the Board Credit Committee. This Committee reviews and approves credit facilities to individual obligors not exceeding an aggregate sum to be determined by the Board from time to time.

The Management Credit Committee is responsible for reviewing and approving all credits that are above the approval limit of the Managing Director as determined by the Board. The Committee reviews the entire credit portfolio of the Bank and conducts periodic assessment of the quality of risk assets in the Bank. It also ensures that adequate monitoring of credits is carried out. The Committee meets weekly depending on the number of credit applications to be considered.

The Secretary of the Committee is the Head of the Credit Administration Unit of the Bank.

Criticized Assets Committee (CAC)

This Committee is responsible for the assessment of the Risk Asset portfolio of the Bank. It highlights the status of the Bank’s assets in line with the Internal and External regulatory framework, and directs appropriate actions in respect of delinquent assets. The Committee ensures that adequate provisions are taken in line with the regulatory guidelines.

Assets and Liability Committee

This Committee is responsible for the management of a variety of risks arising from the Bank’s business including, Market and Liquidity Risk Management, Loan to Deposit Ratio analysis, Cost of Funds analysis, establishing guidelines for pricing on deposit and credit facilities, Exchange Rate risk analysis, Balance Sheet structuring, regulatory considerations and monitoring of the status of implemented assets and liability strategies. The members of the Committee include the Managing Director, Executive Directors, the Treasurer, the Head of the Financial Control Group, the Chief Risk Officer as well as a representative of the Assets and Liability Management Unit.

Information Technology (IT) Steering Committee

The Committee is responsible for assisting Management with the implementation of IT strategy approved by the Board. The roles and responsibilities of the Committee include:

1. Planning, Budgeting and Monitoring

  • The review and approval of the Bank’s IT plan and budget (short and long term).
  • The review of IT performance against plans and budgets, and recommend changes, as required.
  • The review, prioritization and approval of IT investment initiatives.
  • Establishment of a balance in overall IT investment portfolio in terms of risk, return and strategy.

2. Ensuring Operational Excellence

  • Providing recommendations to Management on strategies for new technology and systems.
  • The review and approval of changes to IT structure, key accountabilities, and practices.
  • Ensuring project priorities and success measures are clearly defined, and effectively monitored.
  • Conducting a review of exceptions and projects on selected basis.
  • Performing service catalogue reviews for continued strategic relevance.
  • The review and approval of current and future technology architecture for the Bank.
  • Monitoring service levels, improvements and IT service delivery.
  • Assessing and improving the Bank’s overall IT competitiveness.

3. IT Risk Assurance

  • The review and approval of governance, risk and control framework.
  • Monitoring compliance with defined standards and agreed performance metrics.
  • Ensuring that vulnerability assessments of new technology are performed.
  • Reviewing and ensuring the effectiveness of the IT Risk Management and Security plan.
  • Ensuring the effectiveness of disaster recovery plans and review reports on periodic disaster recovery testing.
  • Reviewing key IT risk and security issues relevant to the Bank’s IT processes / systems.
  • Ensuring that the Bank complies with relevant laws and regulations.

Information Technology (IT) Risk Management Committee

The Information Technology Risk Management Committee is responsible for establishing standardised IT risk management practices and ensuring compliance, for institutionalising IT risk management in the Bank’s operations at all levels; and identifying and implementing cost effective solutions for IT risk mitigation. The Committee is also responsible for the continuous development of IT risk management expertise and ensuring that a proactive risk management approach is adopted throughout the Bank to drive competitive advantage.