The assurance of public confidence in the financial industry by the practice of sound Corporate Governance cannot be over emphasized. Diamond Bank known for its ethics and professionalism is one of the first banks to develop its own code of conduct. The Bank ensures that every staff upon resumption is given a copy of its code of conduct.
The Nigerian Securities and Exchange Commission in October 2003 released a Code of Best Practice on Corporate Governance for publicly quoted companies. The Central Bank of Nigeria (CBN) on March 1, 2006 published a Code of Corporate Governance for Banks Post consolidation with compliance made mandatory for all Banks. The CBN code highlights the reasons for a new code of corporate governance, challenges of corporate governance for Banks post consolidation and Best Practices on Corporate Governance. Diamond Bank has consistently complied with this code.
Diamond Bank Plc is fully committed to the principles and practice of good Corporate Governance. To this end, it has established a set of strategic objectives, corporate values and defined lines of responsibility and accountability that promote good corporate governance in all the Bank's processes, business and relationships. The Bank has built a reputation over time through the continuous maintenance and enhancement of a tradition of honesty, integrity, fairness, excellence, respect and concern for others. Much as the Bank is keen at recording further progress and growth, it is concerned with how results are obtained to achieve this growth. Therefore, in line with these values established over time and in accordance with the Code of Corporate Governance for Banks in Nigeria Post Consolidation, which became effective April 3, 2006, the bank is unswerving in its adoption of the highest standards of corporate governance practices comparable to international best practices. This is necessary for the Bank to achieve its goal of running an efficient operation where resources are optimized and shareholders value maximised while surpassing all regulatory requirements.
The Board of Directors
The Board of Directors has taken its oversight responsibility very serious by ensuring a culture of compliance with rules and regulations is entrenched in the Bank's operations. The Board meets regularly and is currently made up of 13 members consisting of seven non executive directors and six executive directors. The appointment of two new non executive directors has been approved by the Central Bank of Nigeria pending ratification by shareholders at this general meeting. To enhance good Corporate Governance, the roles of the Chairman and the Managing Director/Chief Executive Officer are separate.
To be more effective, the Board performs its functions through four committees. These Board Committees meet regularly and consist of executive and non executive directors with clearly defined terms of reference setting out their roles, responsibilities, powers and reporting procedures to the Board. The Board Committees in operation during the year under review are:
- Board Credit Committee
- Board Personnel, Welfare and Disciplinary Committee
- Board Risk Management Committee
- Board Audit and Risk Management Committee
In addition to the Board Committees, there are a total of ten Management Committees with specific terms of reference designed to achieve effective, good corporate governance at Management level.
The Bank ensures that its Directors are regularly and suitably trained on statutory and regulatory duties, responsibilities and potential liabilities as directors. Training also encompasses innovations in the Banking Industry. Directors' shareholding and emoluments are fully disclosed in the Annual Report and Accounts.
The Bank ensures that shareholders rights are protected at all times and maintains a healthy relationship with various Shareholders Associations through its Company Secretariat and Investor Relations unit. Notice of general meetings, share certificates and relevant information are communicated to the shareholders regularly and timely. The Board makes constructive use of the general meetings to communicate with shareholders and encourage their participation in the Bank. Shareholders are given the opportunity to express their views at these meetings and at shareholders forum. The Board encourages shareholder participation at general meetings, hence shareholders unable to attend meetings are encouraged to attend or vote by proxy. All major modifications in the running of the Bank are made alongside with shareholders' approval.
Financial Reporting and Audit
The annual reports and accounts of the Bank are the principal way by which the directors make themselves accountable to the shareholders. The Financial statements present a report on the financial performance of the Bank over the previous financial year and the financial position of the Bank as at the end of that year. Shareholders and other investors can use the information in the Annual reports and accounts to assess the stewardship of the directors and the financial health of the Company. The bank engages highly competent experienced and independent audit firms to audit its accounts. The audit for the period under review was conducted by PricewaterhouseCoopers. The firm is independent of the Bank as it has no mutual business interest with the bank nor renders non audit services to the Bank. The independent audit ensures as far as reasonably possible that the financial statements are objective and reliable.
This is established in compliance with Section 359(3&4) of the Companies and Allied Matters Act 1990 (CAMA). The committee consists of three shareholder representatives and three non executive directors. All six members of the committee are independent of the Bank's management. The Committee meets quarterly, with its proceedings regulated by the Audit Charter.
The Bank through its Board of Directors ensures that all risks are managed properly and shareholders' investments as well as company assets safeguarded. This the Board achieves by having in place an effective system of internal control. The internal control system is reviewed regularly to ensure its consistent and effective operation.