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ETHICS AND TRANSPARENCY
Ecobank Group has codified policies on corporate ethics which applies to directors and employees across the group. These policies are regularly reviewed to ensure that they are in line with international practice and standards.
CODE OF CONDUCT FOR DIRECTORS
Subject to any applicable local laws and regulations, this Code of Conduct shall apply to all Group and subsidiary board and board committee members.
Fiduciary Relationship
1. A director stands in a fiduciary relationship with the Group, including its units, and shall observe the utmost good faith in all transactions with it or on its behalf.
2. A director shall act at all times in the best interest of the Group as a whole so as to preserve its assets, further its business and promote the purposes for which it was formed and in such manner as a faithful, diligent, careful and ordinarily skillful director would act in the circumstances.
3. In acting in the best interest of the Group as a whole, a director must take cognisance of the interest of the shareholders, employees and creditors of the Group and where appointed as a representative of a special class of shareholders, employees, or creditors, must give special but not exclusive consideration to the interest of that class.
4. A director shall not exceed the powers conferred upon him by the shareholders or exercise such powers for purposes different from that for which same were conferred upon him, notwithstanding that he may believe such exercise to be in the best interest of the Group.
Conflict of Interest
5. A director shall not, without the consent of the Board, place himself in a position such that his duty to the Group conflicts or may conflict with his personal interests or his duties to other persons.
6. A director is prohibited from:
a. using for his own advantage, any money, property of the Group, confidential information or special knowledge obtained by him in his capacity as a director; or
b. having a direct or indirect personal interest in any contract or other transaction entered into by the Group or any of its units except as provided herein.
7. Consent may be given to a director to operate in a position of apparently conflicting interests only where upon full disclosure of all material facts, including the nature and extent of any interest of the director, the transaction in question shall have been specifically authorized by the Board.
8. A director shall declare to the Group the nature of any interest he may have in any institution, company or partnership on assumption of duty and as soon as any changes occur.
9. A director shall not, in any manner whatsoever, whether directly or through a company controlled by him, be interested in any advance, loan, or credit facility granted or being negotiated or made available to customers of the bank and if he be so interested he shall disclose the nature of such interest to the board of directors.
Secret Profit
10. A director shall not demand or accept gratification as a result of any advance, loan or credit facility granted to or being processed for customers.
11. A director shall not ask for or accept any property or benefit of any kind for himself or for any other person on account of anything done or to be done or omitted to be done by him in the discharge of his duties.
12. A director shall not have remitted in his favour by the bank any debt owed to it by the director without a prior approval of the board of directors of the Group, and where applicable, the appropriate local authorities.
Contracts
13. A director shall not purchase or otherwise acquire any real estate or other assets of the Group without the approval of the board of directors.
14. A director shall not enter into any contract on behalf of the Group or any of its subsidiaries and affiliates in which he or, to his knowledge, any director of the Group or any associated company is in anyway materially interested, whether directly or indirectly, until a resolution has been passed by the directors approving the contract.
15. A director shall not vote in respect of any contract or arrangement in which any company controlled by him is materially interested and if he shall do so, his vote shall not be counted nor shall he be counted in the quorum required for that business.
Duty of Secrecy
16. A director shall, throughout his tenure and for his life, observe strict secrecy with respect to the dealings and state of the accounts of the customers of the Group and of its subsidiaries and affiliates and the persons dealing with the Group and with respect to any other matters which come to his knowledge by virtue of his office except only so far as it is necessary for the execution of his duties as a director.
17. A director shall, throughout his tenure and for his life, observe strict secrecy with respect to all transactions of the Group and its subsidiaries and affiliates and all matters relating thereto and shall not directly or indirectly reveal any of the matters or any information which may come to his knowledge in the discharge of his duties except when required or authorized to do so by the Board of Directors or by law.
Non Interference
18. A non-executive director shall refrain from interfering in the day to day running of the company.
19. Directors shall seek to maintain the highest ethical standards and the dignity of their office in their dealings with management and officers of the Group and its subsidiaries and affiliates.
20. A director shall endeavour to exercise independent judgement in evaluating management actions and competencies.
Insider Dealing
21. Where a director acquires, in his capacity as such, any special information which may substantially affect the value of the shares or other securities of the Group or any subsidiary and affiliate associated company, and shall subsequently buy or sell or otherwise deal in those shares or securities without disclosing such information to the seller or purchaser thereof, the sale or purchase shall be voidable at the option of the seller or purchaser within 12 months after the date of the agreement to sell or buy.
Attendance at Meetings
22. A director shall do all in his power to attend all meetings of the Board unless prevented by circumstances beyond his control. A director who will be absent from a particular meeting shall notify the Chairman accordingly.
Conduct at Meetings
23. A director shall approach the business of the Board with all seriousness and shall conduct himself in a manner that will foster unity and cooperation among the directors and enhance a congenial atmosphere for the conduct of business at all Board meetings.
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