Board Appraisal | DataPro Limited

INTRODUCTION

In order to meet its compliance obligations under:

The CBN Code of Corporate Governance for Microfinance Banks in Nigeria, 2018 and
The FRCN Nigerian Code of Corporate Governance, 2018

Baobab MFB has initiated this independent assessment of its Board and all Directors.

In pursuit of this exercise, an independent consultant (DataPro Limited) has been engaged to conduct both a general Board Assessment and the Peer review of members.

The General Assessment shall benchmark Baobab MFB Board of Directors against established and best practices and principles of the Code of Corporate Governance using attached Form IBA¹.
A Peer review assessment of members by themselves shall be conducted using established criteria and rating system as detailed in form IBA²
Form IBA²is divided into two (2) parts:

Part I is to enable a board member provide relevant information and/or details regarding other members of the board.
Part II is to enable a board member provide relevant information and/or details concerning board committees where he/she served during the immediate past financial year and/or other committees of the board.

All completed Form IBA² shall be submitted to DataPro who shall consolidate, compute the average rating and present the result.
The Final Board Review Assessment report shall be derived from both the General Assessment and the individual Director’s Peer Review.

Name

PART 1

Director's Peer Review Guide

The Individual director’s peer review should be completed, bearing in mind the following:

Strong = Ability to demonstrate excellent levels of skills, performance, contributions etc
Adequate = Ability to demonstrate effective levels of skills, performance, contributions etc
Needs Improvement = Ability to demonstrate minimal levels of skills, performance, contributions etc

1 out of 44

A. Board Activity (15%) - Tokunboh Ishmael

1. Knowledge and ability to assess bank’s strategy, business plans, management and other key issues.

StrongAdequateNeeds Improvement

2. Understanding of the long-term economic mission of the bank and its social accountability.

StrongAdequateNeeds Improvement

3. Ability to communicate thoughts, ideas and opinions on issues being discussed.

StrongAdequateNeeds Improvement

4. Ability to draw from relevant experience to address issues faced by the bank.

StrongAdequateNeeds Improvement

Remark

2 out of 44

A. Board Activity (15%) - Philip Sigwart

1. Knowledge and ability to assess bank’s strategy, business plans, management and other key issues.

StrongAdequateNeeds Improvement

2. Understanding of the long-term economic mission of the bank and its social accountability.

StrongAdequateNeeds Improvement

3. Ability to communicate thoughts, ideas and opinions on issues being discussed.

StrongAdequateNeeds Improvement

4. Ability to draw from relevant experience to address issues faced by the bank.

StrongAdequateNeeds Improvement

Remark

3 out of 44

A. Board Activity (15%) - Kazeem Olanrewaju

1. Knowledge and ability to assess bank’s strategy, business plans, management and other key issues.

StrongAdequateNeeds Improvement

2. Understanding of the long-term economic mission of the bank and its social accountability.

StrongAdequateNeeds Improvement

3. Ability to communicate thoughts, ideas and opinions on issues being discussed.

StrongAdequateNeeds Improvement

4. Ability to draw from relevant experience to address issues faced by the bank.

StrongAdequateNeeds Improvement

Remark

4 out of 44

A. Board Activity (15%) - Rotimi Oyekanmi

1. Knowledge and ability to assess bank’s strategy, business plans, management and other key issues.

StrongAdequateNeeds Improvement

2. Understanding of the long-term economic mission of the bank and its social accountability.

StrongAdequateNeeds Improvement

3. Ability to communicate thoughts, ideas and opinions on issues being discussed.

StrongAdequateNeeds Improvement

4. Ability to draw from relevant experience to address issues faced by the bank.

StrongAdequateNeeds Improvement

Remark

5 out of 44

A. Board Activity (15%) - Frédéric Flejou

1. Knowledge and ability to assess bank’s strategy, business plans, management and other key issues.

StrongAdequateNeeds Improvement

2. Understanding of the long-term economic mission of the bank and its social accountability.

StrongAdequateNeeds Improvement

3. Ability to communicate thoughts, ideas and opinions on issues being discussed.

StrongAdequateNeeds Improvement

4. Ability to draw from relevant experience to address issues faced by the bank.

StrongAdequateNeeds Improvement

Remark

6 out of 44

A. Board Activity (15%) - Oyinkansade Adewale

1. Knowledge and ability to assess bank’s strategy, business plans, management and other key issues.

StrongAdequateNeeds Improvement

2. Understanding of the long-term economic mission of the bank and its social accountability.

StrongAdequateNeeds Improvements

3. Ability to communicate thoughts, ideas and opinions on issues being discussed.

StrongAdequateNeeds Improvement

4. Ability to draw from relevant experience to address issues faced by the bank.

StrongAdequateNeeds Improvement

Remark

7 out of 44

B. Independence (15%) - Tokunboh Ishmael

1. Demonstrates no conflict of interest on issues confronting the bank.

StrongAdequateNeeds Improvement

2. Ability to speak up on critical matters requiring objective opinion even if his views differ from others.

StrongAdequateNeeds Improvement

3. Works well with other members while not necessarily always agreeing.

StrongAdequateNeeds Improvement

4. Ability to listen with an open mind and be sensitive to other opinions without compromising independent position.

StrongAdequateNeeds Improvement

5. Supportive of a reasonable and independent directorate.

StrongAdequateNeeds Improvement

6. Demonstrates integrity and high ethical standards.

StrongAdequateNeeds Improvement

Remark

8 out of 44

B. Independence (15%) - Philip Sigwart

1. Demonstrates no conflict of interest on issues confronting the bank.

StrongAdequateNeeds Improvement

2. Ability to speak up on critical matters requiring objective opinion even if his views differ from others.

StrongAdequateNeeds Improvement

3. Works well with other members while not necessarily always agreeing.

StrongAdequateNeeds Improvement

4. Ability to listen with an open mind and be sensitive to other opinions without compromising independent position.

StrongAdequateNeeds Improvement

5. Supportive of a reasonable and independent directorate.

StrongAdequateNeeds Improvement

6. Demonstrates integrity and high ethical standards.

StrongAdequateNeeds Improvement

Remark

9 out of 44

B. Independence (15%) - Kazeem Olanrewaju

1. Demonstrates no conflict of interest on issues confronting the bank.

StrongAdequateNeeds Improvement

2. Ability to speak up on critical matters requiring objective opinion even if his views differ from others.

StrongAdequateNeeds Improvement

3. Works well with other members while not necessarily always agreeing.

StrongAdequateNeeds Improvement

4. Ability to listen with an open mind and be sensitive to other opinions without compromising independent position.

StrongAdequateNeeds Improvement

5. Supportive of a reasonable and independent directorate.

StrongAdequateNeeds Improvement

6. Demonstrates integrity and high ethical standards.

StrongAdequateNeeds Improvement

Remark

10 out of 44

B. Independence (15%) - Rotimi Oyekanmi

1. Demonstrates no conflict of interest on issues confronting the bank.

StrongAdequateNeeds Improvement

2. Ability to speak up on critical matters requiring objective opinion even if his views differ from others.

StrongAdequateNeeds Improvement

3. Works well with other members while not necessarily always agreeing.

StrongAdequateNeeds Improvement

4. Ability to listen with an open mind and be sensitive to other opinions without compromising independent position.

StrongAdequateNeeds Improvement

5. Supportive of a reasonable and independent directorate.

StrongAdequateNeeds Improvement

6. Demonstrates integrity and high ethical standards.

StrongAdequateNeeds Improvement

Remark

11 out of 44

B. Independence (15%) - Frédéric Flejou

1. Demonstrates no conflict of interest on issues confronting the bank.

StrongAdequateNeeds Improvement

2. Ability to speak up on critical matters requiring objective opinion even if his views differ from others.

StrongAdequateNeeds Improvement

3. Works well with other members while not necessarily always agreeing.

StrongAdequateNeeds Improvement

4. Ability to listen with an open mind and be sensitive to other opinions without compromising independent position.

StrongAdequateNeeds Improvement

5. Supportive of a reasonable and independent directorate.

StrongAdequateNeeds Improvement

6. Demonstrates integrity and high ethical standards.

StrongAdequateNeeds Improvement

Remark

12 out of 44

B. Independence (15%) - Oyinkansade Adewale

1. Demonstrates no conflict of interest on issues confronting the bank.

StrongAdequateNeeds Improvement

2. Ability to speak up on critical matters requiring objective opinion even if his views differ from others.

StrongAdequateNeeds Improvement

3. Works well with other members while not necessarily always agreeing.

StrongAdequateNeeds Improvement

4. Ability to listen with an open mind and be sensitive to other opinions without compromising independent position.

StrongAdequateNeeds Improvement

5. Supportive of a reasonable and independent directorate.

StrongAdequateNeeds Improvement

6. Demonstrates integrity and high ethical standards.

StrongAdequateNeeds Improvement

Remark

13 out of 44

C. Preparedness as a Director (20%) - Tokunboh Ishmael

1. Understands his role as director and functions of the Board vs Management.

StrongAdequateNeeds Improvement

2. Manifests full knowledge of facts and issues on matters being deliberated during Board and Committee meetings.

StrongAdequateNeeds Improvement

3. Spends extra time with Chairman and CEO on relevant issues pertaining to the Bank.

StrongAdequateNeeds Improvement

4. Familiarity with management and Bank facilities.
a. Knows the key officers and managers of the Bank
b. Visits facilities/officers

StrongAdequateNeeds Improvement

5. Manifests knowledge of the Bank’s history. Philosophy, style and strategic plans.

StrongAdequateNeeds Improvement

Remark

14 out of 44

C. Preparedness as a Director (20%) - Philip Sigwart

1. Understands his role as director and functions of the Board vs Management.

StrongAdequateNeeds Improvement

2. Manifests full knowledge of facts and issues on matters being deliberated during Board and Committee meetings.

StrongAdequateNeeds Improvement

3. Spends extra time with Chairman and CEO on relevant issues pertaining to the Bank.

StrongAdequateNeeds Improvement

4. Familiarity with management and Bank facilities.
a. Knows the key officers and managers of the Bank
b. Visits facilities/officers

StrongAdequateNeeds Improvement

5. Manifests knowledge of the Bank’s history. Philosophy, style and strategic plans.

StrongAdequateNeeds Improvement

Remark

15 out of 44

C. Preparedness as a Director (20%) - Kazeem Olanrewaju

1. Understands his role as director and functions of the Board vs Management.

StrongAdequateNeeds Improvement

2. Manifests full knowledge of facts and issues on matters being deliberated during Board and Committee meetings.

StrongAdequateNeeds Improvement

3. Spends extra time with Chairman and CEO on relevant issues pertaining to the Bank.

StrongAdequateNeeds Improvement

4. Familiarity with management and Bank facilities.
a. Knows the key officers and managers of the Bank
b. Visits facilities/officers

StrongAdequateNeeds Improvement

5. Manifests knowledge of the Bank’s history. Philosophy, style and strategic plans.

StrongAdequateNeeds Improvement

Remark

16 out of 44

C. Preparedness as a Director (20%) - Rotimi Oyekanmi

1. Understands his role as director and functions of the Board vs Management.

StrongAdequateNeeds Improvement

2. Manifests full knowledge of facts and issues on matters being deliberated during Board and Committee meetings.

StrongAdequateNeeds Improvement

3. Spends extra time with Chairman and CEO on relevant issues pertaining to the Bank.

StrongAdequateNeeds Improvement

4. Familiarity with management and Bank facilities.
a. Knows the key officers and managers of the Bank
b. Visits facilities/officers

StrongAdequateNeeds Improvement

5. Manifests knowledge of the Bank’s history. Philosophy, style and strategic plans.

StrongAdequateNeeds Improvement

Remark

17 out of 44

C. Preparedness as a Director (20%) - Frédéric Flejou

1. Understands his role as director and functions of the Board vs Management.

StrongAdequateNeeds Improvement

2. Manifests full knowledge of facts and issues on matters being deliberated during Board and Committee meetings.

StrongAdequateNeeds Improvement

3. Spends extra time with Chairman and CEO on relevant issues pertaining to the Bank.

StrongAdequateNeeds Improvement

4. Familiarity with management and Bank facilities.
a. Knows the key officers and managers of the Bank
b. Visits facilities/officers

StrongAdequateNeeds Improvement

5. Manifests knowledge of the Bank’s history. Philosophy, style and strategic plans.

StrongAdequateNeeds Improvement

Remark

18 out of 44

C. Preparedness as a Director (20%) - Oyinkansade Adewale.

1. Understands his role as director and functions of the Board vs Management.

StrongAdequateNeeds Improvement

2. Manifests full knowledge of facts and issues on matters being deliberated during Board and Committee meetings.

StrongAdequateNeeds Improvement

3. Spends extra time with Chairman and CEO on relevant issues pertaining to the Bank.

StrongAdequateNeeds Improvement

4. Familiarity with management and Bank facilities.
a. Knows the key officers and managers of the Bank
b. Visits facilities/officers

StrongAdequateNeeds Improvement

5. Manifests knowledge of the Bank’s history. Philosophy, style and strategic plans.

StrongAdequateNeeds Improvement

Remark

19 out of 44

D. Practice as a Director (20%) - Tokunboh Ishmael

1. Ability to ask appropriate questions of management so as to add value and encourage discussions of key issues.

StrongAdequateNeeds Improvement

2. Attendance in all Board and Committee meeting of which he/she is a member.

StrongAdequateNeeds Improvement

3. Understanding of the difference between governance responsibilities and day-to-day management.

StrongAdequateNeeds Improvement

4. Ability to work effectively and constructively with Board colleagues and Management and to work as a team player.

StrongAdequateNeeds Improvement

5. Confidence and willingness to express ideas and engage in constructive discussion.

StrongAdequateNeeds Improvement

6. Ability to actively participate in decision making and willingness to make tough decisions.

StrongAdequateNeeds Improvement

Remark

20 out of 44

D. Practice as a Director (20%) - Philip Sigwart

1. Ability to ask appropriate questions of management so as to add value and encourage discussions of key issues.

StrongAdequateNeeds Improvement

2. Attendance in all Board and Committee meeting of which he/she is a member.

StrongAdequateNeeds Improvement

3. Understanding of the difference between governance responsibilities and day-to-day management.

StrongAdequateNeeds Improvement

4. Ability to work effectively and constructively with Board colleagues and Management and to work as a team player.

StrongAdequateNeeds Improvement

5. Confidence and willingness to express ideas and engage in constructive discussion.

StrongAdequateNeeds Improvement

6. Ability to actively participate in decision making and willingness to make tough decisions.

StrongAdequateNeeds Improvement

Remark

21 out of 44

D. Practice as a Director (20%) - Kazeem Olanrewaju

1. Ability to ask appropriate questions of management so as to add value and encourage discussions of key issues.

StrongAdequateNeeds Improvement

2. Attendance in all Board and Committee meeting of which he/she is a member.

StrongAdequateNeeds Improvement

3. Understanding of the difference between governance responsibilities and day-to-day management.

StrongAdequateNeeds Improvement

4. Ability to work effectively and constructively with Board colleagues and Management and to work as a team player.

StrongAdequateNeeds Improvement

5. Confidence and willingness to express ideas and engage in constructive discussion.

StrongAdequateNeeds Improvement

6. Ability to actively participate in decision making and willingness to make tough decisions.

StrongAdequateNeeds Improvement

Remark

22 out of 44

D. Practice as a Director (20%) - Rotimi Oyekanmi

1. Ability to ask appropriate questions of management so as to add value and encourage discussions of key issues.

StrongAdequateNeeds Improvement

2. Attendance in all Board and Committee meeting of which he/she is a member.

StrongAdequateNeeds Improvement

3. Understanding of the difference between governance responsibilities and day-to-day management.

StrongAdequateNeeds Improvement

4. Ability to work effectively and constructively with Board colleagues and Management and to work as a team player.

StrongAdequateNeeds Improvement

5. Confidence and willingness to express ideas and engage in constructive discussion.

StrongAdequateNeeds Improvement

6. Ability to actively participate in decision making and willingness to make tough decisions.

StrongAdequateNeeds Improvement

Remark

23 out of 44

D. Practice as a Director (20%) - Frédéric Flejou

1. Ability to ask appropriate questions of management so as to add value and encourage discussions of key issues.

StrongAdequateNeeds Improvement

2. Attendance in all Board and Committee meeting of which he/she is a member.

StrongAdequateNeeds Improvement

3. Understanding of the difference between governance responsibilities and day-to-day management.

StrongAdequateNeeds Improvement

4. Ability to work effectively and constructively with Board colleagues and Management and to work as a team player.

StrongAdequateNeeds Improvement

5. Confidence and willingness to express ideas and engage in constructive discussion.

StrongAdequateNeeds Improvement

6. Ability to actively participate in decision making and willingness to make tough decisions.

StrongAdequateNeeds Improvement

Remark

24 out of 44

D. Practice as a Director (20%) - Oyinkansade Adewale

1. Ability to ask appropriate questions of management so as to add value and encourage discussions of key issues.

StrongAdequateNeeds Improvement

2. Attendance in all Board and Committee meeting of which he/she is a member.

StrongAdequateNeeds Improvement

3. Understanding of the difference between governance responsibilities and day-to-day management.

StrongAdequateNeeds Improvement

4. Ability to work effectively and constructively with Board colleagues and Management and to work as a team player.

StrongAdequateNeeds Improvement

5. Confidence and willingness to express ideas and engage in constructive discussion.

StrongAdequateNeeds Improvement

6. Ability to actively participate in decision making and willingness to make tough decisions.

StrongAdequateNeeds Improvement

Remark

25 out of 44

E. Committee Activity (15%) - Tokunboh Ishmael

1. Manifests interest to participate as member of the committee when nominated/appointed.

StrongAdequateNeeds Improvement

2. Understanding the process of committee work, particularly its relations with executive management.

StrongAdequateNeeds Improvement

3. Diligent and faithful in attending committee meetings of which he/she is a member.

StrongAdequateNeeds Improvement

Remark

26 out of 44

E. Committee Activity (15%) - Philip Sigwart

1. Manifests interest to participate as member of the committee when nominated/appointed.

StrongAdequateNeeds Improvement

2. Understanding the process of committee work, particularly its relations with executive management.

StrongAdequateNeeds Improvement

3. Diligent and faithful in attending committee meetings of which he/she is a member.

StrongAdequateNeeds Improvement

Remark

27 out of 44

E. Committee Activity (15%) - Kazeem Olanrewaju

1. Manifests interest to participate as member of the committee when nominated/appointed.

StrongAdequateNeeds Improvement

2. Understanding the process of committee work, particularly its relations with executive management.

StrongAdequateNeeds Improvement

3. Diligent and faithful in attending committee meetings of which he/she is a member.

StrongAdequateNeeds Improvement

Remark

28 out of 44

E. Committee Activity (15%) - Rotimi Oyekanmi

1. Manifests interest to participate as member of the committee when nominated/appointed.

StrongAdequateNeeds improvement

2. Understanding the process of committee work, particularly its relations with executive management.

StrongAdequateNeeds Improvement

3. Diligent and faithful in attending committee meetings of which he/she is a member.

StrongAdequateNeeds Improvement

Remark

29 out of 44

E. Committee Activity (15%) - Frédéric Flejou

1. Manifests interest to participate as member of the committee when nominated/appointed.

StrongAdequateNeeds Improvement

2. Understanding the process of committee work, particularly its relations with executive management.

StrongAdequateNeeds Improvement

3. Diligent and faithful in attending committee meetings of which he/she is a member.

StrongAdequateNeeds Improvement

Remark

30 out of 44

E. Committee Activity (15%) - Oyinkansade Adewale

1. Manifests interest to participate as member of the committee when nominated/appointed.

StrongAdequateNeeds Improvement

2. Understanding the process of committee work, particularly its relations with executive management.

StrongAdequateNeeds Improvement

3. Diligent and faithful in attending committee meetings of which he/she is a member.

StrongAdequateNeeds Improvement

Remark

31 out of 44

F. Development Process of the Corporate Enterprise (15%) - Tokunboh Ishmael

1. Knowledge about trends and external factors affecting the banks operations and strategic plans.

StrongAdequateNeeds Improvement

2. Development of support and cooperation for the bank’s innovative programs.

StrongAdequateNeeds Improvement

3. Awareness of the value of governance mechanisms in enhancing shareholder value.

StrongAdequateNeeds Improvement

4. Assistance for the growth of the bank.

StrongAdequateNeeds Improvement

II Comments/remarks

32 out of 44

F. Development Process of the Corporate Enterprise (15%) - Philip Sigwart

1. Knowledge about trends and external factors affecting the banks operations and strategic plans.

StrongAdequateNeeds Improvement

2. Development of support and cooperation for the bank’s innovative programs.

StrongAdequateNeeds Improvement

3. Awareness of the value of governance mechanisms in enhancing shareholder value.

StrongAdequateNeeds Improvement

4. Assistance for the growth of the bank.

StrongAdequateNeeds Improvement

II Comments/remarks

33 out of 44

F. Development Process of the Corporate Enterprise (15%) - Kazeem Olanrewaju

1. Knowledge about trends and external factors affecting the banks operations and strategic plans.

StrongAdequateNeeds Improvement

2. Development of support and cooperation for the bank’s innovative programs.

StrongAdequateNeeds Improvement

3. Awareness of the value of governance mechanisms in enhancing shareholder value.

StrongAdequateNeeds Improvement

4. Assistance for the growth of the bank.

StrongAdequateNeeds Improvement

II Comments/remarks

34 out of 44

F. Development Process of the Corporate Enterprise (15%) - Rotimi Oyekanmi

1. Knowledge about trends and external factors affecting the banks operations and strategic plans.

StrongAdequateNeeds Improvement

2. Development of support and cooperation for the bank’s innovative programs.

StrongAdequateNeeds Improvement

3. Awareness of the value of governance mechanisms in enhancing shareholder value.

StrongAdequateNeeds Improvement

4. Assistance for the growth of the bank.

StrongAdequateNeeds Improvement

II Comments/remarks

35 out of 44

F. Development Process of the Corporate Enterprise (15%) - Frédéric Flejou

1. Knowledge about trends and external factors affecting the banks operations and strategic plans.

StrongAdequateNeeds Improvement

2. Development of support and cooperation for the bank’s innovative programs.

StrongAdequateNeeds Improvement

3. Awareness of the value of governance mechanisms in enhancing shareholder value.

StrongAdequateNeeds Improvement

4. Assistance for the growth of the bank.

StrongAdequateNeeds Improvement

II Comments/remarks

36 out of 44

F. Development Process of the Corporate Enterprise (15%) - Oyinkansade Adewale

1. Knowledge about trends and external factors affecting the banks operations and strategic plans.

StrongAdequateNeeds Improvement

2. Development of support and cooperation for the bank’s innovative programs.

StrongAdequateNeeds Improvement

3. Awareness of the value of governance mechanisms in enhancing shareholder value.

StrongAdequateNeeds Improvement

4. Assistance for the growth of the bank.

StrongAdequateNeeds Improvement

II Comments/remarks

37 out of 44

GENERAL OPINION ABOUT THE BOARD COMPOSITION

Please provide your general opinion on the balance of the Board composition in relation to:

Skillset
Profession
Qualification
Experience (Finance, Banking, Control/Risk/Audit/Compliance, Accounting, Business Development/Marketing/Treasury -Consumer/Retail/Commercial/Corporate/MSMEs) etc.

38 out of 44

PART 2

AUDIT & COMPLIANCE COMMITTEE SELF-ASSESSMENT

Please read each statement and rank your response based on a 5-point scale.
A rating of “5” indicates that you strongly agree with the statement and “I” indicates that you strongly disagree with the statement.

Rating	Description
5	Strongly Agree
4	Agree
3	Somewhat Agree
2	Disagree
1	Strongly Disagree

Remarks column are also provided for further comments, if applicable.

39 out of 44

I. Committee structure and Composition (20%)

(1) Strongly Disagree(2) Disagree(3) Somewhat Agree(4) Agree(5) Strongly Agree

1.) The Audit and Compliance Committee has at least three (3) regular members.

(1) Strongly Disagree(2) Disagree(3) Somewhat Agree(4) Agree(5) Strongly Agree

2.) At least two members of the committee are Independent Directors.

(1) Strongly Disagree(2) Disagree(3) Somewhat Agree(4) Agree(5) Strongly Agree

3.) The Audit and Compliance Committee is chaired by an independent Director.

(1) Strongly Disagree(2) Disagree(3) Somewhat Agree(4) Agree(5) Strongly Agree

4.) The frequency, duration and scheduling of Audit and Compliance Committee meetings are adequate to discuss matters related to the performance of its duties and responsibilities.

(1) Strongly Disagree(2) Disagree(3) Somewhat Agree(4) Agree(5) Strongly Agree

5.) Membership in the Audit and Compliance Committee is being rotated for purposes of enrichment and best practices.

(1) Strongly Disagree(2) Disagree(3) Somewhat Agree(4) Agree(5) Strongly Agree

40 out of 44

II. Committee Duties and Responsibilities (60%)

1.) The Audit and Compliance Committee exercises its authority to investigate any matter within its terms of reference.

(1) Strongly Disagree(2) Disagree(3) Somewhat Agree(4) Agree(5) Strongly Agree

2.) The Audit and Compliance Committee has full access to and cooperation by the management.

(1) Strongly Disagree(2) Disagree(3) Somewhat Agree(4) Agree(5) Strongly Agree

3.) The Audit and Compliance Committee has full discretion to invite any director or executive officer to attend its meetings.

(1) Strongly Disagree(2) Disagree(3) Somewhat Agree(4) Agree(5) Strongly Agree

4.) The Audit and Compliance Committee has adequately resources to enable it to effectively discharge its functions.

(1) Strongly Disagree(2) Disagree(3) Somewhat Agree(4) Agree(5) Strongly Agree

5.) The Audit and Compliance Committee provides oversight of the Bank’s financial reporting/control and internal as well as external audit functions.

(1) Strongly Disagree(2) Disagree(3) Somewhat Agree(4) Agree(5) Strongly Agree

6.) The Audit and Compliance Committee monitors and evaluates the adequacy and effectiveness of the internal control system.

(1) Strongly Disagree(2) Disagree(3) Somewhat Agree(4) Agree(5) Strongly Agree

41 out of 44

7.) The Audit and Compliance Committee evaluates compliance by the Bank with applicable accounting principles and identify with management and the auditors, the major and critical accounting policies that have the greatest effect on the Bank’s financial position.

(1) Strongly Disagree(2) Disagree(3) Somewhat Agree(4) Agree(5) Strongly Agree

8.) The Audit and Compliance Committee reviews the total financial and control structure and procedures of the Bank to ensure that these meet the objectives established as well as financial reporting requirements.

(1) Strongly Disagree(2) Disagree(3) Somewhat Agree(4) Agree(5) Strongly Agree

9.) The Audit and Compliance Committee maintains the integrity of internal control activities throughout the Bank.

(1) Strongly Disagree(2) Disagree(3) Somewhat Agree(4) Agree(5) Strongly Agree

10.) With the assistance of the Management, the Audit and Compliance Committee defines and establishes the periodic qualitative information needed by the committee related to internal control and risk management, particularly on higher risk areas.

(1) Strongly Disagree(2) Disagree(3) Somewhat Agree(4) Agree(5) Strongly Agree

11.) The Audit and Compliance Committee reviews and approves the audit scope, the frequency and the annual work plan of the internal audit function and subsequently monitor significant deviations from the said plan before submission to the Board.

(1) Strongly Disagree(2) Disagree(3) Somewhat Agree(4) Agree(5) Strongly Agree

42 out of 44

12.) The Audit and Compliance Committee oversees the Bank’s Compliance Program.

(1) Strongly Disagree(2) Disagree(3) Somewhat Agree(4) Agree(5) Strongly Agree

13.) The Audit and Compliance Committee reviews the report of internal and external auditors and regulatory agencies and monitor management’s corrective actions on identified control deficiencies and compliance with regulatory requirements.

(1) Strongly Disagree(2) Disagree(3) Somewhat Agree(4) Agree(5) Strongly Agree

14.) The Audit and Compliance Committee ensures that senior management is taking necessary corrective actions in a timely manner to address weakness, non-compliance with policies, laws and regulations and other issues identified by auditors.

(1) Strongly Disagree(2) Disagree(3) Somewhat Agree(4) Agree(5) Strongly Agree

15.) The Audit and Compliance Committee ensures that a review of the Bank’s internal controls, including financial, operational and compliance controls and risk management, is conducted at least annually.

(1) Strongly Disagree(2) Disagree(3) Somewhat Agree(4) Agree(5) Strongly Agree

16.) The Audit and Compliance Committee undertakes to review and discuss with management and auditors:
a. Significant financial and regulatory reporting issues, including highly complex or unusual transactions that render the determinations of their effects on financial statements difficult or highly subjective
b. Significant changes in the selection or application of accounting principles.
c. Significant related party transactions not in the ordinary course of business or with related entities that are either not audited or are audited by another firm.
d. Significant unadjusted audit differences and
e. Significant off-balances sheet structures.

(1) Strongly Disagree(2) Disagree(3) Somewhat Agree(4) Agree(5) Strongly Agree

43 out of 44

17.) The Audit and Compliance Committee reviews the quarterly, half-year and annual financial statements before submission to the Board focusing on changes in accounting policies, major judgment areas, significant adjustments resulting from audit, going concern assumptions and compliance with tax, legal and regulatory requirements and accounting standards.

(1) Strongly Disagree(2) Disagree(3) Somewhat Agree(4) Agree(5) Strongly Agree

18.) The Audit and Compliance Committee determines overall internal auditing and compliance policies to ensure that the offices of internal audit and compliance management are vested with adequate authority to fulfil their responsibilities including free and full access to Bank records, properties and personnel relevant to and as a requirement for its functions.

(1) Strongly Disagree(2) Disagree(3) Somewhat Agree(4) Agree(5) Strongly Agree

19.) The Audit and Compliance Committee ensures that Compliance management reports in relation to Anti-Money Laundering (AML), Combating the Financing of Terrorism (CFT) and Countering Proliferation Financing (CPF) are received for review and discussions during Quarterly meetings of the board and directives are provided with necessary feedback received during next board meeting.

(1) Strongly Disagree(2) Disagree(3) Somewhat Agree(4) Agree(5) Strongly Agree

20.) The Audit and Compliance Committee ensures that the Chief Compliance Officer (CCO) is a senior management staff that reports to the board and enjoys required independent and authority with appropriate Compliance Management Structure, staffing and resources.

(1) Strongly Disagree(2) Disagree(3) Somewhat Agree(4) AgreeStrongly Agree

21.) The Audit and Compliance Committee reviews the regulatory changes which may affect the Bank’s compliance regime.

(1) Strongly Disagree(2) Disagree(3) Somewhat Agree(4) Agree(5) Strongly Agree

22.) The members of Audit and Compliance Committee are committed to keep themselves informed of the findings of special action committees that management may have created to monitor and take special action on cases showing operational lapses and losses.

(1) Strongly Disagree(2) Disagree(3) Somewhat Agree(4) Agree(5) Strongly Agree

23.) The Audit and Compliance Committee oversees/monitors and evaluates the adequacy and effectiveness of the Bank’s internal control system, engages and provides oversight on the Bank’s internal and external auditors.

(1) Strongly Disagree(2) Disagree(3) Somewhat Agree(4) Agree(5) Strongly Agree

24.) Overall, Baobab MFB has effective Audit and Compliance Committee.

(1) Strongly Disagree(2) Disagree(3) Somewhat Agree(4) Agree(5) Strongly Agree

44 out of 44

Time is Up!