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2019 ANNUAL REPORTRole of Chairman and the Managing Director/Chief Executive OfficerThe roles of the Chairman and the Managing Director/CEO are clearly separated and are not held by the same individual. TheChairman is solely responsible for the running of the Board, whilst the Managing Director/CEO in conjunction with the ExecutiveManagement team is responsible for the day to day management of the Bank's business and ensure the implementation of the Board'sdecisions. The Managing Director executes the powers delegated to him in accordance with guidelines as approved by the Board ofDirectors.Selection of DirectorsThe Board Nomination and Governance Committee is charged with the responsibility of leading the process for Board appointmentsand for identifying and nominating suitable candidates for the approval of the Board.In identifying suitable candidates, the Committee considers candidates on their merit, using objective criteria, including the Board's skillneeds with due regard for the benefit of diversity on the Board. The Committee then recommends nominated directors to the Board andthereafter, to the shareholders for election at the Annual General Meeting.Tenure of DirectorsPursuant to the Bank's drive to continually imbibe best Corporate Governance practices, Directors are appointed for a maximum periodof three terms of four (4) years each.Thus, the maximum tenure of a director is twelve (12) years, subject to retirement age of 70 years, statutory provisions and regulatorydirectives.Board EvaluationIn compliance with the requirements of the Central Bank of Nigeria (CBN) Code of Corporate Governance, KPMG Advisory Serviceswas engaged to carry out a Board Evaluation for the Financial Year ended 31 December 2019. The evaluation was based primarily onbench marking the bank's current governance structures and practices against the CBN Code, SEC Code and other global practices,using the four (4) pillars of Board responsibility which underpin effective corporate governance.1.2.3.4.Board leadership and Strategy - the Board's ability to manage its own activities and oversee the planning and implementation ofthe bank's strategy.Accountability and Audit – the Board's role in delegating authority to management and monitoring Management's activities.Monitoring and Evaluation - The Board's ability to define a framework for measuring and monitoring performance of the Board,its Committees and individual Directors against defined goals.Stewardship - The Board's responsibility towards shareholders and other stakeholders and accountability for their interests.The independent advisory firm evaluated the performance of the Board and adjudged the Board's compliance culture to corporategovernance as positive and largely consistent with the standard contained in the CBN and SEC Codes of Corporate Governance.Induction and Continuous TrainingOn appointment to the Board and Board Committees, all newly appointed Directors receive formal orientation and training to enablethem to familiarise themselves with the Bank's operations, policies, and other members of staff. This is done through induction coursesorganized by the Company Secretary. However, there was no induction programme in 2019 as no new director was appointed to theBoard.Also, the Bank has institutionalized regular training (both local and foreign) of Board members on issues pertaining to their oversightfunctions to update their skills and knowledge on new developments in the industry in line with Section 18.2 of the Central Bank ofNigeria Code of Corporate Governance. All the Directors underwent training on Anti Money-Laundering & Combating the Financing ofTerrorism and Sustainability, while the members of the Credit and Audit Committees were also trained by industry experts. TwoExecutive Directors (Mr. Wole Akinleye and Mrs. Folake Sanu) attended an Advance Management Programme facilitated by Harvard,while some Non-Executive Directors attended the IMD Leading Digital Business Transformation programme and Harvard's MakingCorporate Boards More Effective programme.The Company SecretaryThe Company Secretary is responsible for, among other things, the implementation of the Codes of Corporate Governance in the Bank,ensuring that the Board's Charters and Memorandum and Articles of Association are observed, assisting the Chairman and theManaging Director to formulate an annual Board Plan, organising Board meetings and ensuring that the Minutes of the Board clearlyand properly captures the Board's discussions and decisions. The Company secretary also acts as a Corporate Communication Officer5

2019 ANNUAL REPORTby being the centre of communication among the Directors, Management and other stakeholders and administers the shareholders'meetings in line with legal requirements.Also, the Company Secretary liaises with regulatory agencies to ensure adequate compliance with the recommended corporate.governance practices.The Company Secretary reports functionally to the Chairman of the Board of Directors and operationally to the Managing Director andenjoys the full support of the Board for the efficient performance of his duties.Board MeetingsIn compliance with the CBN Code, the Board meets quarterly. Additional meetings are convened as the need arises. In the year ended31 December , 2019, the Board held five (5) meetings, details of attendance thereof are provided below:Meetings HeldNames of Directors128 February, 2019238 May, 201921 June, 20194527 September, 2019 12 December, 2019Babatunde KasaliAdemola AdebiseMoruf OseniWole Akinleye*Folake Sanu *Abubakar LawalAbolanle Matel-OkohAdebode AdefioyeSamuel DurojayeTina Vukor-QuarshieOmobosola Ojo*Note that Mr. Wole Akinleye and Mrs. Folake Sanu were away on training during the period they were recorded as absent from the meeting of the Board.Board CommitteesThe Board carries out its oversight functions through its five (5) Committees, as well as the Statutory Audit Committee. Each of theseCommittees has a Charter that clearly defines its roles, responsibilities, functions, composition, structure, frequency of meetings andreporting procedures to the Board.Through these Committees, the Board effectively deals with complex and specialized issues and fully utilizes its expertise to formulatestrategies for the Bank.The Board Committees in operation during the year under review are: Board Risk Management CommitteeBoard Credit CommitteeBoard Finance and General-Purpose CommitteeBoard Nomination & Governance CommitteeBoard Audit CommitteeStatutory Audit Committee6

2019 ANNUAL REPORTThe Committees meet at least once in each quarter. However, additional meetings may be convened as required. The roles andresponsibilities of these Committees are discussed below.Board Risk Management CommitteeThe Committee's major responsibilities are to:1.2.3.4.5.6.7.8.9.10.11.Review and assess the integrity and adequacy of the overall risk management structure of the Bank.Oversee the establishment of a formal Risk Management Framework for the Bank and monitor Management's implementationand integration of the framework into the day-to-day operations of the Bank.Establish a robust contingency plan and continuity of business imperatives with in-built capabilities for disruption minimizationin the event that mission critical threats crystallize.Ensure the Bank has a comprehensive compliance framework for regulations and guidelines on money laundering and financialcrimes.Ensure the establishment of an Information Technology (IT) Data Governance Framework for the Bank and monitorManagement's implementation of the Framework.Review significant pronouncements and changes to key regulatory requirements relating to the risk management area to theextent that they apply to the Bank.Report to the Board on material matters arising at the Risk Management Committee meetings following each meeting of theCommittee and notify the Audit Committee of relevant issues worth considering.Monitor changes anticipated for the economic and business environment, including consideration of emerging trends and otherfactors considered relevant to the Bank's risk profile and risk appetite.Assure appropriate independence and authority of the risk management function.Monitor the Bank's capital adequacy levels and capital management process, ensuring compliance with global best-practicestandards, such as recommended by the Central Bank of Nigeria (CBN) and Basel II/III.Advise the Board on risk management procedures and controls for new products, markets and services.The Committee comprised the following members during the year under review:1.2.3.4.5.6.7.Tina Vukor-QuarshieWole AkinleyeFolake SanuAbubakar LawalAbolanle Matel-OkohAdebode AdefioyeAdemola Adebise- Chairman- Member- Member- Member- Member- Member- MemberThe Committee held four (4) meetings during the year ended 31st December 2019. The attendance details of the Committee'smeetings are as follows:Meetings Held1234Names of Directors11 February, 201920 May, 201927 August, 201918 November, 2019Tina Vukor-QuarshieAdemola AdebiseWole Akinleye*Folake Sanu *Abubakar LawalAbolanle Matel-OkohAdebode Adefioye*Note that Mrs Folake Sanu was away on training during the period she was recorded as absent from the meeting of the BRMC.7

2019 ANNUAL REPORTBoard Credit CommitteeThis Committee is made up of individuals who are knowledgeable in credit analysis. The responsibilities of the Committee include:1.2.3.4.5.6.7.8.Oversee the establishment of policies and guidelines, to be adopted by the Board, articulating the Bank's tolerances with respectto credit risk, and oversee management's administration of, and compliance with, these policies and guidelines.Review and recommend for Board approval, on an annual basis, policies on credit philosophy, risk appetite, risk tolerance, creditrating methodology and other material credit risk policies for the Bank.Approve credit guidelines for strategic plans and approving the Bank's credit policy, which includes defining levels and limits oflending authority.Review and approve loan applications above the limits delegated to the Management Credit Committee or Managing Director asmay be defined by the Board from time to time.Approve write-offs in excess of Management limits and within the Committee's limits as set by the Board.Receive and review reports from senior management (and appropriate management committees and credit review) regardingcompliance with applicable credit risk related policies, procedures and tolerances.Monitor the performance and quality of the Bank's credit portfolio through the review of selected measures of credit quality andtrends.Review and assess the adequacy of the allowance for credit losses.The Committee comprised the following members during the year under review:1.2.3.4.5.6.7.8.9.Adebode AdefioyeTina Vukor-QuarshieSamuel DurojayeAbubakar LawalOmobosola OjoAdemola AdebiseMoruf OseniWole AkinleyeFolake emberMemberThe Committee held eight (8) meetings during the year ended 31st December 2019. The attendance details of the Committeemeetings are as follows:Meetings HeldNames of Directors112 Feb., 2019234528 Feb., 2019 18 April, 2019 20 June, 2019 26 July, 2019Adebode AdefioyeTina Vukor-QuarshieSamuel DurojayeAbubakar LawalOmobosola OjoAdemola AdebiseMoruf OseniWole Akinleye*Folake Sanu*Note that Mr. Wole Akinleye was away on training during the period he was recorded absent.868 Aug., 201978Sept. 19, 2019 12 Nov., 2019

2019 ANNUAL REPORTBoard Nomination and Governance CommitteeThis Committee was initiated by the Board in furtherance of its desire to comply with best practice in Corporate Governance. Theresponsibilities of the Committee include:1.2.3.4.5.6.Overseeing the nomination, remuneration, performance management and succession planning processes of the Board;Overseeing the induction of new Directors and continuing training programme for Directors.Overseeing the annual performance appraisal of the Board, its Committees, the Chairman and individual directors by anindependent professional.The Committee shall periodically review the Charter, composition and performance of each committee of the Board and makerecommendations to the Board for the creation of additional committees or the elimination of a committee of the Board.Developing and adopting a Code of Business Conduct and Ethics for employees, directors and officers of the Bank.Monitoring compliance with and periodically reviewing corporate governance guidelines.The Committee is composed entirely of Non-Executive Directors as follows:1.2.3.4.5.Omobosola OjoAdebode AdefioyeSamuel DurojayeTina Vukor-QuarshieAbolanle Matel-Okoh-ChairmanMemberMemberMemberMemberThe Committee held six (6) meetings during the year ended 31st December 2019. The attendance details of the Committee's meetingsare as follows:Meetings Held123Names of Directors13 Feb., 201918 April, 20196 June, 20194Sept. 12, 201956Nov. 14, 201911 Dec., 2019Omobosola OjoAdebode AdefioyeSamuel DurojayeTina Vukor-QuarshieAbolanle Matel-OkohBoard Finance and General-Purpose CommitteeThis Committee handles all staff matters and is responsible for the oversight of strategic people issues, employee retention, equalityand diversity as well as other significant employee related matters and administrative issues.Other functions of this Committee include:1.2.3.4.5.Defining the strategic business focus and plans of the Bank and ensure effective implementation of approved strategy.Monitor the performance of the bank against budget.Defining capital and operating expenditure limits and approve all capital expenditure on behalf of the Board.Review the Bank's investment portfolio and investment strategy annually.Oversee Supporting Management business development efforts.The Committee was comprised of the following members during the period under review:1.2.3.4.5.6.Abubakar LawalOmobosola OjoAbolanle Matel-OkohTina Vukor-QuarshieAdemola AdebiseMoruf Oseni-ChairmanMemberMemberMemberMemberMember9

2019 ANNUAL REPORTThe Committee held five (5) meetings during the year ended 31st December 2019. The attendance details of the Committee meetingsare as follows:Committee meeting attendanceMeetings Held1Names of Directors15 February, 2019225 February, 20193419 June, 20199 September, 2019513 November, 2019Abubakar LawalOmobosola OjoAbolanle Matel-OkohTina Vukor-QuarshieAdemola AdebiseMoruf OseniBoard Audit CommitteeThis Committee was established to protect the interests of the Bank's shareholders and other stakeholders and to act on behalf of theBoard by overseeing:1.2.3.4.5.6.Overseeing the integrity of financial reporting.Overseeing the adequacy of the control environment.Overseeing the internal and external audit function.Ascertaining the independence of external auditors.Ensuring compliance with established policy through periodic review of reports provided by Management, internal andexternal auditors and the supervisory authorities.Overseeing the identification and monitoring of significant fraud risks across the Bank and ensuring that adequate prevention,detection and reporting mechanisms are in place.The Committee comprised the following members during the period under review:1.Samuel DurojayeChairman2.Abolanle Matel-OkohMember3.Omobosola OjoMember4.Tina Vukor-QuarhieMemberThe Board Audit Committee meets at least once in each quarter. However, additional meetings are convened as required. TheCommittee held four (4) meetings during the 2019 financial year.Committee meeting attendanceMeetings Held12Names of Directors14 February, 20197 June, 20193413 September, 2019 15 November, 2019Samuel DurojayeAbolanle Matel-OkohOmobosola OjoTina Vukor-QuarshieStatutory Audit CommitteeThis Committee was established in compliance with Section 359(3) of the Companies and Allied Matters Act, CAP C20 LFN 2004(CAMA). The Committee is made up of three (3) Non-Executive Directors and three (3) Shareholders' of the Bank appointed atAnnual General Meetings. The Bank's Company Secretary/Legal Adviser serves as the secretary to the Committee, while one of the10

2019 ANNUAL REPORTShareholders serves as the Chairman of the Committee.The Committee is responsible for: Ascertaining whether the accounting and reporting policies of the Bank are in accordance with the legal requirements andagreed ethical practices.Reviewing the scope and planning of audit requirements.Reviewing the findings on management matters as reported by the external auditors and departmental responses thereon.Reviewing the effectiveness of the Bank's system of accounting and internal control.Making recommendations to the Board about the appointment, removal and remuneration of the external auditor of the Bank.Authorizing the internal auditor to carry out investigations into any activities of the Bank which may be of interest or concern tothe Committee.Reviewing the Bank's annual and interim financial statements, including reviewing the effectiveness of the Bank's disclosure,controls and systems of internal control, the integrity of the Bank's financial reporting and the independence and objectivity ofthe external auditors.The Committee comprised the following financially literate members who are knowledgeable in internal control processes during theperiod under review:NamesEducational QualificationStatusRolePrince Adekunle OlodunChairmanShareholders’ RepresentativeSTAGE II Accounting/auditing, FED. Treasury School,Lagos. Executive Management Accountancy,UNILAG. Associate, NIM ICPANMr. Joe Anosike OgbonnaMemberShareholders’ RepresentativeBSC, Surveying, UNILAG Registered Surveyor, REG.NO. 785 Fellow, NIS Accounting For Nonaccountants, Lagos Business School.Mr. Kashimawo Akanji TaiwoMemberShareholders’ RepresentativeFCA, ACITMr. Abubakar LawalMemberNon-Executive DirectorHND, MBA, FCS, ACIP, ANIMNMr. Adebode AdefioyeMemberNon-Executive DirectorMSC, Analytical Chemistry BSC, Chemistry Member,Institute Of Public Analysts Of Nigeria.Mr. Samuel DurojayeMemberNon-Executive DirectorFCIB, FCA, ACS, ACIBThe Statutory Audit Committee meets at least once in a quarter. However, additional meetings are convened as required. TheCommittee met five (5) times during the 2019 financial year.Committee meeting attendanceMeetings HeldNames of Member12327 February, 201919 March, 201910 June, 2019416 September, 2019529 October, 2019Prince Adekunle OlodunMr. Joe Anosike OgbonnaMr. Kashimawo Akanji TaiwoMr. Abubakar LawalMr. Adebode AdefioyeMr. Samuel DurojayeManagement CommitteesThe Committees comprises of Senior Management Officers of the Bank. These Committees are risk driven as they are set up toidentify, analyse, synthesize and make recommendations on risks arising from the day to day activities of the Bank.11

2019 ANNUAL REPORTThese Committees also ensure that risk limits as contained in the Board and Regulatory Policies are always complied with. In addition,they provide inputs for the respective Board Committees of the Bank and ensure that recommendations of the Board Committees areeffectively and efficiently implemented.They frequently meet to take actions and decisions within the confines of their limits.The following are the standing Management Committees in the Bank: Executive CommitteeManagement Credit CommitteeWatchlist CommitteeAssets and Liability CommitteeManagement Risk CommitteeIT Steering CommitteeExecutive CommitteeThe purpose of the Committee is to deliberate and take policy decisions on the effective and efficient management of the Bank.The responsibilities of the Committee include: Review the strategic operations of the Bank:(I) Review Audit & Inspection Reports(ii) Review adequacy and sufficiency of Branch tools(iii) Review manning level in branches and head office departmentsConsideration and approval of proposed New Branches;Review the asset and liability profile of the Bank;Consideration and approval of capital and recurrent expenses;Review the activities of the subsidiaries and associated Companies;Monitor and give strategic direction on regulatory issues.The Committee comprises of the Managing Director/Chief Executive Officer, all other Executive Directors, the CompanySecretary/Legal Adviser and any other member as may be appointed from time to time. The Committee meets monthly. However,additional meetings are convened as required. The Company Secretary serves as the Secretary to the Committee.Management Credit CommitteeThis Committee is responsible for ensuring that the Bank is in total compliance with the Credit Policy Manual as approved by the Boardof Directors. Other functions include: Provide inputs for the Board Credit Committee.Review and approve credit facilities to individual obligors not exceeding an aggregate sum as determined by the Board from timeto time.Review and approve all credits that are above the approval limit of the Managing Director/CEO, as determined by the Board ofDirectors.Review the entire credit portfolio of the Bank and conduct periodic checks of the quality of risk assets in the Bank.Ensure adequate monitoring of credits granted by the Bank.The Committee meets monthly depending on the number of credit applications to be appraised and considered. The Committeecomprises of the Managing Director/Chief Executive Officer, all other Executive Directors, the Company Secretary/Legal Adviser andany other member as may be appointed from time to time. The Secretary to the Committee is the Head of Credit Risk Department ofthe Bank.Watchlist CommitteeThe purpose of this Committee is to assess the risk asset portfolio of the Bank. Other functions include: Highlighting the status of the Bank's assets in line with internal and external regulatory frameworks.Determines and approves actions to take in respect of delinquent assets.12

2019 ANNUAL REPORT Ensures that adequate provisions are made in line with the regulatory guidelines.Membership of the Committee includes, the Managing Director, all other Executive Directors,

Mutual Respect Teamwork Performance Driven Innovation Professionalism Values . 3 2019 ANNUAL REPORT Financial Highlights GROSS EARNINGS 93.39bn 2019 2018 70.91bn 69.18bn 2019 2018 57.0bn 25.98bn 2019 . To ensure that the Bank's operations are ethical and comply with applicable laws and regulations; reports of these Committees. concern;