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ECOBANK HAS BEEN A PIONEER IN WEST AFRICAN BANKING IN INSTITUTIONALIZING CORPORATE GOVERNANCE PRINCIPLES AS PART OF THE GROUP'S CORPORATE CULTURE.
Commitment to Corporate Governance
The Ecobank Group is committed to ensuring good corporate governance. The group believes that good corporate governance enhances shareholder value. Ecobank has been a pioneer in West African banking in institutionalizing corporate governance principles as part of the group’s corporate culture. To this end, Ecobank aims at complying with best international practices on corporate governance. Adherence to corporate governance principles is articulated in a number of corporate documents. The Articles of Association of the company and those of its subsidiaries define the respective roles of management, the board of directors and shareholders (including the protection of minority rights) in the administration of the group. The group has standard written rules for the internal operation of the boards of directors, a corporate governance charter, a code of conduct for directors and rules on business ethics for staff, all of which aim at ensuring transparency and accountability.
The board of directors has adopted the IFC principles and methodology on corporate governance to guide its corporate governance framework. The group’s governance practices are also guided by the Basel Committee standards on corporate governance.
The composition of the board includes executive, non-executive and independent directors. Non-executive directors always constitute a majority of the board.
Guided by the IFC’s suggested definition of an independent director, the board has formally adopted the following definition of independent director for application throughout the group.
"Independent Director" means a director who:
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has not been employed by ETI or any of its subsidiaries and affiliates in the past five years;
- is not affiliated with a company that is, an advisor or consultant to ETI or any of its subsidiaries and affiliates;
- is not affiliated with a significant customer or supplier of the group or any of its subsidiaries and affiliates;
- has no personal service contracts with the group, any of its subsidiaries and affiliates, or its senior management;
- is not affiliated with a non-profit organization that receives significant funding from the group or any of its subsidiaries and affiliates;
- is not employed as an executive of another company where any of the group's executives serve on that company's board of directors;
- is not a member of the immediate family of an individual who is, or has been during the past five years, employed by the group or any of its subsidiaries and affiliates as an executive officer;
- is not, nor in the past five years has been, affiliated with or employed by a present or former auditor of the group or of its subsidiaries and affiliate ; or
- is not a controlling person of the group (or member of a group of individuals and/or entities that collectively exercise effective control over the group) or such person’s brother, sister, parent, grandparent, child, cousin, aunt, uncle, nephew or niece or a spouse, widow, in-law, heir, legatee and successor of any of the foregoing (or any trust or similar arrangement of which any such persons or a combination thereof are the sole beneficiaries) or the executor, administrator or personal representative of any person described in this sub-paragraph who is deceased or legally incompetent.
For the purposes of this definition, a person shall be deemed to be "affiliated" with a party if such person (i) has a direct or indirect ownership interest in; or (ii) is employed by such party.
By this definition, most of the company’s non-executive directors are independent directors.
The board also applies the following criteria for the appointment of non-executive directors:
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Although not all non-executive directors need to meet the independent director definition above, all directors should be capable of exercising independent judgment and decision-taking.
Demonstrated business acumen
- Strong business experience and a proven understanding of corporate and business processes through a successful track record and a strong reputation in the business community.
Leadership and board experience
- A recognized ability to add value and display leadership at board level and an ability to assert balanced and constructive views at board level.
Special technical skills or expertise
- Experience in banking (particularly retail banking but also commercial and/or investment banking), accounting, and/or law and expertise not readily available to the executive team would be valuable especially if this professional experience is in emerging markets.
Integrity
- High level of integrity and professional and personal ethics and values consistent with those of the Ecobank Group.
Character
- Strength of character and ability and willingness to challenge and probe; sound business judgment; strong interpersonal skills; and the ability to listen carefully and communicate with clarity, objectivity and brevity.
Time commitment
- Sufficient time to effectively carry out duties of a non-executive director.
Additional considerations – Importance of bringing more diversity to the board in terms of age, gender, demographics, etc.
The board has also adopted standard evaluation tools to help assess the performance of the board as a whole as well as that of individual directors.
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