Corporate Governance
Corporate Governance is a strategy to continuously provide vale for the Finance Company by establishing an accountable and transparent management. De Real People Finance Limited believes that good corporate governance is a prerequisite sustainable corporate success and enhances the confidence placed in the Finance Company by our stakeholders.
As a Limited Liability Company duly licensed by the Central Bank of Nigeria to carry on lending business we remain dedicated to our duties and pledge to preserve and increase investor value through transparent corporate governance practices.
The Finance Company ensures compliance with the revised Code of Corporate Governance for Finance Companies in Nigeria issued by the Central Bank of Nigeria (“the CBN Code”) in May 2014
The Finance Company has a Code of Corporate Governance which provides a robust framework for the governance of the Board and the Company. The Finance Company’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 Finance Company aggressively promotes its core values to employees of the Finance Company 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 Finance Company’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 Finance Company.
The Finance Company 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 Finance Company’s compliance status to the CBN.
As a Finance Company we are open in which healthy discourse is encouraged and employees are mandated to report unacceptable activities. The Finance Company continues to serve customers, clients and communities; and create returns for stakeholders. Our commitment to this principle is key to keeping public trust and confidence in our Finance Company.
BOARD OF DIRECTORS
The Board of Directors is responsible for the governance of the Finance Company and is accountable to shareholders for creating and delivering sustainable value through the management of the Finance Company’s business.
The Board of Directors 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 Finance Company’s businesses and affairs to enable them properly evaluate information and responses provided by Management, and to provide objective challenge to Management.
The Board of Directors of the Finance Company currently consists of four (4) Directors. They are as follows:
S/No.
1
2
3
4
5
Directors
OlufemiBlaize
Dr. Ikenna Igbodika
Mr. Oluwole Aina
Mrs. Emeng Udosen-Etuk
Mr. Bankole Opashi
Designation
Chairman
Managing Director / Chief Executive Officer
Non-Executive Director
Non-Executive Director
Non-Executive Director
BOARD CREDIT COMMITTEE
The Board Credit Committee is responsible for approval of credit facilities in the Finance Company. 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 Finance Company’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 Finance Company’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 and ensuring that the Finance Company 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.
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 two (2) members comprising: one (1) Non-Executive Director and One (1) Executive Director.
BOARD AUDIT COMMITTEE
The Board Audit Committee is responsible for oversight of audit functions. The Terms of Reference of the Board Audit Committee includes but is not limited to the following:
- Keeping the effectiveness of the Finance Company’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 Finance Company’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 Finance Company’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 two (2) Non-Executive Directors and the Head of Internal Control.
BOARD FINANCE & GENERAL PURPOSE COMMITTEE
The Board Finance and General Purpose Committee has the responsibility of reviewing matters of a strategic financial nature and major corporate issues, for example: The financial Accounts, Financial strategy including remedial action in relation to available funds for lending, Finance Company’s Financial Analysis and Major adverse event such as recovery. The Committee is required to meet at least once a year. Additional meetings may be convened as the need arises.
Also, specifically the committee shall keep under review the monthly management accounts, comparing expenditure against budget, projected year end outturn, major Capital Development Projects: for example establishment of a new branch and any developments which have financial or other major implications for the Finance Company
Membership of the Committee is currently made up of three (3) members comprising: two (2) Non-Executive Director and One (1) Executive Director.
The Committee is required to hold its Meetings twice in a year
MANAGEMENT COMMITTEE
These are Committees comprising Senior Management staff of the Finance Company. 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 Finance Company. 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;