STANBIC IBTC : REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE FOR 31 DECEMBER 2022

Authorised Use Only - CONFIDENTIAL

FINANCIAL REPORTING COUNCIL OF NIGERIA

(Federal Ministry of Industry, Trade & Investment)

FRC/CG/001: TEMPLATE FOR REPORTING COMPLIANCE WITH THE NIGERIAN

CODE OF CORPORATE GOVERNANCE 2018

Section A: Introduction

Corporate Governance is a key driver of corporate accountability and business prosperity. The Nigerian Code of Corporate Governance, 2018 (NCCG 2018) seeks to institutionalize corporate governance best practices in Nigerian companies. It is also aimed at increasing entities' levels of transparency, trust and integrity, and create an environment for sustainable business operations.

The Code adopts a principle-based approach in specifying minimum standards of practice that companies should adopt. Where so required, companies are required to adopt the "Apply and Explain" approach in reporting on compliance with the Code. The 'Apply and Explain' approach assumes application of all principles and requires entities to explain how the principles are applied. This requires companies to demonstrate how the specific activities they have undertaken best achieve the outcomes intended by the corporate governance principles specified in the Code.

This will help to prevent a 'box ticking' exercise as companies deliberately consider how they have (or have not) achieved the intended outcomes. Although, the Code recommends practices to enable companies apply the principles, it recognises that these practices can be tailored to meet industry or company needs. The Code is thus scalable to suit the type, size and growth phase of each company while still achieving the outcomes envisaged by the principles.

This form seeks to assess the company's level of compliance with the principles in the NCCG 2018. Entities should explain how these principles have been applied, specify areas of deviation from the principles and give reasons for these deviations and any alternative practice(s) adopted.

Please read the instructions below carefully before completing this form:

1. Every line item and indicator must be completed.
2. Respond to each question with "Yes" where you have applied the principle, and "No"

where you are yet to apply the principle.

1. An explanation on how you are applying the principle, or otherwise should be included as part of your response.
2. Not Applicable (N/A) is not a valid response.

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Authorised Use Only - CONFIDENTIAL

Section B - General Information

S/No.Items

1. Company Name
2. Date of Incorporation
3. RC Number
4. License Number
5. Company Physical Address
6. Company Website Address
7. Financial Year End
8. Is the Company a part of the group? Yes/No
   If yes, please state the name of the Holding Company
9. Name and Address of Company Secretary

Details

Stanbic IBTC Holdings PLC

14 March 2012

RC 1018051

FPR/LAD/SIB/CON/01/028

I.B.T.C. Place, Walter Carrington Crescent, Victoria Island, Lagos

www.stanbicibtc.com

31 December

Yes

Stanbic IBTC Holdings PLC

Chidi Okezie

I.B.T.C. Place, Walter Carrington Crescent, Victoria Island, Lagos

x. Name and Address of External Auditor(s)	PricewaterhouseCoopers
	5B Water Corporation Road, Landmark
	Towers, Victoria Island, Lagos
xi. Name and Address of Registrar(s)	First Registrars & Investor Services Limited
	Plot 2, Abebe Village Road, off Eric Moore
	Road, Iganmu, Lagos, Lagos

1. Investor Relations Contact Person
   (E-mail and Phone No.)
2. Name of the Governance Evaluation Consultant
3. Name of the Board Evaluation Consultant

Remilekun Ishola [e-mail]08074962812

Ernst & Young Professional Services

Ernst & Young Professional Services

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Authorised Use Only - CONFIDENTIAL

Section C - Details of Board of the Company and Attendance at Meetings

1. Board Details:

S/No.	Names of Board	Designation	Gender	Date First	Remark
	Members	(Chairman, MD, INED, NED, ED)		Appointed/ Elected
1	Basil Omiyi	Chairman	Male	25 March 2015
2	Demola Sogunle	Chief Executive	Male	01 July 2020
3	Kunle Adedeji	Executive Director	Male	22 February 2019
4	Ifeoma Esiri	Non-Executive Director	Female	01 November 2012
5	Fabian Ajogwu	Non-Executive Director	Male	21 June 2017
6	Ballama Manu	Non-Executive Director	Male	25 March 2015
7	Ben Kruger	Non-Executive Director	Male	20 May 2019
8	Nkemdilim Uwaje	Non-Executive Director	Female	18 November 2019
9	Sola David-Borha	Non-Executive Director	Female	08 September 2020
10	Salamatu Suleiman	Independent Non-Executive Director	Female	13 July 2016
11	Ngozi Edozien	Independent Non-Executive Director	Female	25 March 2015
12	Babs Omotowa	Independent Non-Executive Director	Male	18 November 2022

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Authorised Use Only - CONFIDENTIAL

Attendance at Board and Committee Meetings:

S/No.	Names of Board	No. of Board	No. of Board	Membership	Designation	Number of	Number of
	Members	Meetings Held	Meetings	of Board	(Member or	Committee	Committee Meetings
		in the Reporting	Attended in	Committees	Chairman)	Meetings Held in	Attended in the
		Year	the Reporting			the Reporting	Reporting Year
			Year			Year
1	Basil Omiyi	4	4	Not	Not	Not applicable	Not applicable
				Applicable	applicable
2	Demola Sogunle	4	4	Board IT	Member	4	4
				Board Risk	Member	4	4
				Board Legal	Member	4	4
3	Kunle Adedeji	4	4	Board IT	Member	4	4
				Board Risk	Member	4	4
4	Ifeoma Esiri	4	4	Bard Risk	Chairperson	4	4
				Board Legal	Chairperson	4	4
				Board Audit	Member	4	4
5	Fabian Ajogwu	4	4	Board Risk	Member	4	4
				Board RemCo	Member	4	4
				Board Legal	Member	4	4
				Board	Member	2	2
				NomCo
6	Ballama Manu	4	4	Board IT	Member	4	4
				Board Risk	Member	4	4
				Board Audit	Member	4	4
7	Salamatu Suleiman	4	4	Board RemCo	Chairperson	4	4
				Board Legal	Member	4	4
8	Nkemdilim Uwaje	4	4	Board IT	Member	4	4
9	Ben Kruger	4	4	Board RemCo	Member	4	4
				Board	Member	2	2
				NomCo
				Board IT	Chairman	4	4
10	Ngozi Edozien	4	4	Board IT	Member	4	4
				Board Risk	Member	4	4
				Board Audit	Chairperson	4	4
				Board	Member	2	2
				NomCo
11	Sola David-Borha	4	4	Board	Member	2	2
				NomCo
				Board RemCo	Member	4	4
12	Babs Omotowa*	4	None	None	None	None	None

*Babs Omotowa was appointed as an Independent Non-Executive Director with effect from 18 November 2022. His appointment only became effective after the Board meetings have already been held for the year

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Authorised Use Only - CONFIDENTIAL

Section D - Details of Senior Management of the Company

1. Senior Management:

S/No	Name	Grade	Position	Gender
			Head, Vendor Management &
1	Ngozi Atiomo	Assistant General Manager	Procurement	Female
2	Anthony Mogekwu	Assistant General Manager	Head, Legal, CIB, Nigeria	Male
	Oluwatosin Olufunmilayo
3	Leye-Odeyemi	Assistant General Manager	Head, RCS, Capital Management	Female
4	Howard Edafe	Assistant General Manager	Head, Internal Audit, Holdco	Male
5	Abumere Emmanuel Igboa	Assistant General Manager	Chief Information Security Officer	Male
6	Adedapo Omoniyi	Assistant General Manager	Head, Production Services	Male
			Head, Tech & Ops Goven, RCA &
7	Henry Ikeakhe	Assistant General Manager	Compliance	Male
8	Abayomi Makinde	Assistant General Manager	Manager, Tax	Male
9	Okechukwu Nwoke	Assistant General Manager	Head, Technology & Operations	Male
10	Bridget Oyefeso-Odusami	Assistant General Manager	Head, B&M Communications	Female
			Head, Talent Acq & Employee
11	Adewale Aina	Deputy General Manager	Engagement	Male
12	Okechukwu Obioha Iroegbu	Deputy General Manager	Head, Information Technology	Male
13	Oluwatosin Odutayo	Deputy General Manager	Head, CIB FVM	Male
			Chief Finance & Value Management
14	Adekunle Raimi Adedeji	Executive Director	Officer	Male
15	Chidike Okechukwu Okezie	General Manager	Head, Legal & Governance, Nigeria	Male
16	Oluwafunke Amobi	General Manager	Head, P&C, Nigeria & West Africa	Female
17	Ademola Sogunle	Managing Director	Chief Executive, Stanbic IBTC Holdings	Male

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018