BOARD FINANCE AND GENERAL-PURPOSE
COMMITTEE, MEMBERSHIP AND TERMS OF
REFERENCE
1. Introduction
This charter governs the operations of the Company’s Board Finance
and General-Purpose Committee. The Committee is a committee of the
Board of Directors of the Company from which it derives its authority
and to which it regularly reports.
2. Functions
The functions of the Board Finance and General-Purpose Committee
are to:
Review global budgets;
Review strategy to ensure that desired cost-income ratio is
maintained;
Consider major capital projects being proposed by management;
Consider/ review extraordinary business initiatives of
management on behalf of the Board;
Review and approve extra-budgetary spending of the Company
above specified limits.
Approve Investment of the Company;
Dispose of Assets of the Company;
Participate in capital planning;
Review all IT related issues that concern the Company;
The evaluation process shall entail the following:
The annual goals shall be evaluated and approved by the Finance
and General-Purpose Committee;
The Board shall review and approve the evaluation report;
Perform any other responsibilities as may be specifically
delegated to the Committee by the Board from time to time.
The Committee may seek the assistance of independent
consultants in achieving these goals.
3. Composition
The Committee shall comprise a minimum of two (2) members,
one of whom must be an independent Non-executive Director.
The Board shall have the authority to appoint and remove a
member from the Committee as it deems fit.
The Committee shall comprise of members representing a
balance of views, knowledge and experience. Specifically, the
Committee must have a member who has management
experience in the financial services industry.
The Managing Director shall be a member of the Committee.
The Company Secretary or designate shall act as the Secretary to
the Committee.
4. Chairman Eligibility, Terms of Appointment
The Chairman of the Committee shall be a Non-Executive Director
appointed by the Board, for an initial period of two (2) years, which is
renewable for one additional term of two (2) years. However, the
Chairman of the Board can be neither a member nor Chairman of the
Committee.
In the absence of the Chairman of the Committee, the members of the
Committee present at the meeting shall have the authority to choose
one of their members to be Chairman for that particular meeting.
5. Period of Membership
Each member of the Committee shall be appointed for an initial term of
two (2) years, renewable for one additional term of two (2) years.
6. Secretary
The Secretary to the Committee should ensure that the Committee
receives information and papers in a timely manner to enable full and
proper consideration of issues.
The Company Secretary or her delegate shall serve as the secretary to
the Committee.
7. Remuneration
The Non-Executive members of the Committee shall be entitled to
sitting allowance, as well as reimbursable travel and hotel expenses in
line with the Relevant Authorities Code of Corporate Governance for
Company’s in Nigeria.
8. Powers of the Committee
The Board shall reserve the right to make final approval on all major
discussions of the Committee.
9. Frequency of Meetings
The Committee shall meet as frequently as required, at least once
every quarter, upon request of the Chairman of the Committee or any
two members of the Committee.
Ad-hoc meetings may also be held as required.
10. Notice of Meetings
The Company Secretary shall call a meeting of the Committee. Notice
of meeting, agenda and Committee papers shall be provided by the
Company Secretary prior to the meeting; but lack of notice shall not
invalidate the procedures of any meeting at which a quorum was
formed.
11. Quorum at Meetings
The quorum for a meeting shall be a simple majority.
12. Minutes of Meetings
The Company Secretary shall keep minutes of the Committee
meetings.
The minutes shall be circulated to all members within two (2) weeks of
meeting after the Committee Chairman has given preliminary
approval.
The Company Secretary shall follow up on action plans decided at the
meeting and present a status of implementation of the action plans
during the next meeting.
The minutes must be included in the Board papers to be presented at
the next meeting of the Committee.
Minutes, agenda and supporting papers will be made available to any
Director upon request to the secretary, providing no conflict of interest
exists.
13. Training and Continuous Education
The Company shall organize induction program for new members of
the Committee and on-going training for existing members, as
required. The Committee shall have access to sufficient resources
necessary to carry out its duties, including access to the Company
Secretary.
14. Conflict of Interest
Members shall strive to avoid a conflict of interest between their
personal interests, the Company’s Board or Board committee
commitments and their duties as members of the Finance and
Administration Committee.
15. Appointment of Sub-committees
The Committee may appoint its own sub-committees and delegate
any of its responsibilities that do not require approval of the
Committee as a whole, to the sub-committee. The sub-committee may
comprise of two or more members of the Committee. Each sub-
committee shall report its actions at the next practicable meeting of
the Committee.
16. Independent Advice
The Committee has the power, to obtain advice and assistance from,
and to retain at the Company’s expense, subject to approval from the
Chairman of the Board such independent professional advisors and
experts as it determines necessary or appropriate to carry out its
duties.
The Committee shall have the authority to retain, replace, and approve
fees and other retention terms for any consultant or advisors that it
shall deem necessary to assist it in fulfilling its duties. This authority
shall be subject to the Board Chairman’s approval.
17. Reporting and Accountability
The Chairman of the Committee will report to the Board as soon as
practicable after each meeting of the Committee on all matters that
should be brought to the attention of the Board.
Any recommendations requiring Board approval and or action and the
minutes of the Committee meetings will be presented to the Board.
18. Disclosure
The membership of the Committee and a description of its duties shall
be disclosed in the Annual report of the Company.
The attendance of members at each meeting of the Committee shall
be disclosed in the Annual report of the Company.
19. Other Issues
The Board may rely on information provided by the Committee and its
members in relation to matters within the Committee’s responsibility
under the terms of this Charter provided that it has evaluated the
information and is not aware of any reasonable basis upon which to
question its accuracy.
20. Review of Charter
The Committee shall review and re-assess this charter every three (3)
years or more frequently if there are developments that necessitate an
urgent review, the charter can be amended within the three year
stipulation.
The committee shall make recommendations to the Board in relation to
the required changes
