Kazeem Olanrewaju

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

Email

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%) - Bartholomew Kwame Ahadzi

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

Remark

2 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.

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

Remark

3 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.

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs 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.

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs 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.

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs 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.

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvements

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

Remark

7 out of 44

B. Independence (15%) - Bartholomew Kwame Ahadzi

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

5. Supportive of a reasonable and independent directorate.

Strong Adequate Needs Improvement

6. Demonstrates integrity and high ethical standards.

Strong Adequate Needs Improvement

Remark

8 out of 44

B. Independence (15%) - Tokunboh Ishmael

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

5. Supportive of a reasonable and independent directorate.

Strong Adequate Needs Improvement

6. Demonstrates integrity and high ethical standards.

Strong Adequate Needs Improvement

Remark

9 out of 44

B. Independence (15%) - Philip Sigwart

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

5. Supportive of a reasonable and independent directorate.

Strong Adequate Needs Improvement

6. Demonstrates integrity and high ethical standards.

Strong Adequate Needs Improvement

Remark

10 out of 44

B. Independence (15%) - Rotimi Oyekanmi

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

5. Supportive of a reasonable and independent directorate.

Strong Adequate Needs Improvement

6. Demonstrates integrity and high ethical standards.

Strong Adequate Needs Improvement

Remark

11 out of 44

B. Independence (15%) - Frédéric Flejou

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

5. Supportive of a reasonable and independent directorate.

Strong Adequate Needs Improvement

6. Demonstrates integrity and high ethical standards.

Strong Adequate Needs Improvement

Remark

12 out of 44

B. Independence (15%) - Oyinkansade Adewale

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

5. Supportive of a reasonable and independent directorate.

Strong Adequate Needs Improvement

6. Demonstrates integrity and high ethical standards.

Strong Adequate Needs Improvement

Remark

13 out of 44

C. Preparedness as a Director (20%) - Bartholomew Kwame Ahadzi

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

4. Familiarity with management and Bank facilities.

a. Knows the key officers and managers of the Bank
b. Visits facilities/officers

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

Remark

14 out of 44

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

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

4. Familiarity with management and Bank facilities.

a. Knows the key officers and managers of the Bank
b. Visits facilities/officers

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

Remark

15 out of 44

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

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

4. Familiarity with management and Bank facilities.

a. Knows the key officers and managers of the Bank
b. Visits facilities/officers

Strong Adequate Needs Improvement

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

Strong Adequate Needs 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.

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

4. Familiarity with management and Bank facilities.

a. Knows the key officers and managers of the Bank
b. Visits facilities/officers

Strong Adequate Needs Improvement

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

Strong Adequate Needs 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.

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

4. Familiarity with management and Bank facilities.

a. Knows the key officers and managers of the Bank
b. Visits facilities/officers

Strong Adequate Needs Improvement

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

Strong Adequate Needs 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.

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

4. Familiarity with management and Bank facilities.

a. Knows the key officers and managers of the Bank
b. Visits facilities/officers

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

Remark

19 out of 44

D. Practice as a Director (20%) - Bartholomew Kwame Ahadzi

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvements

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

Remark

20 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.

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

Remark

21 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.

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs 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.

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs 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.

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs 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.

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

Remark

25 out of 44

E. Committee Activity (15%) - Bartholomew Kwame Ahadzi

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

Remark

26 out of 44

E. Committee Activity (15%) - Tokunboh Ishmael

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

Remark

27 out of 44

E. Committee Activity (15%) - Philip Sigwart

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs 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.

Strong Adequate Needs improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs 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.

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs 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.

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

Remark

31 out of 44

F. Development Process of the Corporate Enterprise (15%) - Bartholomew Kwame Ahadzi

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

4. Assistance for the growth of the bank.

Strong Adequate Needs Improvement

II Comments/remarks

32 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.

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

4. Assistance for the growth of the bank.

Strong Adequate Needs Improvement

II Comments/remarks

33 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.

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

4. Assistance for the growth of the bank.

Strong Adequate Needs 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.

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

4. Assistance for the growth of the bank.

Strong Adequate Needs 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.

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

4. Assistance for the growth of the bank.

Strong Adequate Needs 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.

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

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

Strong Adequate Needs Improvement

4. Assistance for the growth of the bank.

Strong Adequate Needs 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

BOARD GOVERNANCE, NOMINATION & REMUNERATION 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 “1” indicates that you strongly disagree with the statement.

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

A REMARK column is also provided for further comments, if applicable.

39 out of 44

I. Committee structure and Composition (20%)

1.) The Board Governance, Nomination & Remuneration Committee has at least three (3) regular members.

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

2.) Majority of the Board Governance, Nomination & Remuneration Committee members are independent directors.

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

3.) The Committee is chaired by independent director (not the chairman of the board).

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

4.) The frequency, duration and scheduling of the Board Governance, Nomination & Remuneration 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 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 Board Governance, Nomination & Remuneration Committee demonstrates commitment to good corporate governance by assisting the Board in fulfilling its corporate governance responsibilities.

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

2.) The Committee sees to it that the Board observes corporate governance principles and guidelines.

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

3.) The Committee oversees the periodic evaluation of the Board, its Committees and senior management performance.

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

4.) The Committee evaluates the performance of a director and decides whether or not he/she is able to and/or has been adequately carrying out his/her duties bearing in mind the director’s contributions and performance.

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

5.) The Committee ensures the attendance of the members of the Board to meetings, including committee meetings and adopts guidelines that gives priority to Baobab MFB Board and Committee meetings and addresses the competing time commitments of the Directors sitting in multiple Boards.

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

6.) The Committee recommends to the Board the continuing education of directors, the directors’ assignment to different committees and succession plan for the Board members and senior officers.

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

7.) The Board Governance, Nomination & Remuneration Committee recommends to the Board the manner by which the Board’s performance may be evaluated including performance criteria.

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

41 out of 44

8.) The Governance, Nomination & Remuneration Committee reviews and updates Board policies and practices on conflict of interest as provided in the Baobab MFB Code of Business Conduct/Ethics and other applicable laws, rules and regulations.

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

9.) The Committee reviews the outside activities of the members of the senior management.

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

10.) The Board Governance, Nomination & Remuneration Committee Committee reviews the results of the Bank’s Corporate Governance Scorecard and recommends policies for enhancement, if necessary.

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

11.) The Committee reviews the qualification of nominees to the board of Baobab MFB, its subsidiaries, affiliates, non-equity investment account and other related entities.

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

12.) The Board Governance, Nomination & Remuneration Committee reviews Human Resources (HR) related matters, screens and formalises management recommendations on HR and associated matters for the Board’s approval.

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

13.) The Committee instils and maintains a process to ensure that officers to be nominated or appointed shall have the qualifications and none of the disqualifications mandated under the law, rules and regulations.

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

14.) The Committee reviews/formalises bank-wide compensation and benefits programs including executive and key personnel compensation, salary ranges, bonus bases and other quantitative boundaries for job categories as submitted by management.

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

15.) The Board Governance, Nomination & Remuneration Committee establishes a formal and transparent procedure for developing a policy on executive remuneration and for fixing the remuneration packages of corporate officers and provides oversight over remuneration of senior management and other key personnel, ensuring that compensation is sufficient to attract and retain officers who are needed to run Baobab MFB successfully and consistent with its culture, strategy and control environment.

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

42 out of 44

16.) The Board Governance, Nomination & Remuneration Committee Committee reviews compensation plans annually to ensure soundness and adequacy.

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

17.) The Board Governance, Nomination & Remuneration Committee reviews organisation plans and structure to ensure adequacy in meeting the needs of the Bank as now constituted.

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

18.) The Committee reviews manpower plan including proposed organisational structure changes/enhancement to meet growth needs.

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

19.) The Board Governance, Nomination & Remuneration Committee reviews management development programs and audit implementation and effectiveness of these programs.

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

20.) The Board Governance, Nomination & Remuneration Committee develops recommendation to the GCG for updating the Compensation and Position Classification System (CPCS) and ensures that the same continues to be consistent with the Bank’s culture, strategy and control environment as well as pertinent laws, rules and regulations.

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

21.) The Board Governance, Nomination & Remuneration Committee reviews the existing Personnel Manual and policy to strengthen provisions on conflict of interest, salaries and benefits policies, promotion and career advancement directives and compliance of personnel concerned with all statutory requirements that must be periodically met in their respective posts.

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

22.) The interaction and consultation of the Board Governance, Nomination & Remuneration Committee with the executive or management in relation to human resources and associated matters assists the Committee in re-defining the role, duties and responsibilities of the Managing Director/Chief Executive Officer by integrating the dynamic requirements of the business as a going concern and future expansionary prospects within the realm of good corporate governance at all times.

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

23.) Overall, Baobab MFB has effective Board Governance, Nomination and Remuneration Committee.

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

43 out of 44

III. Performance of Individual Members of the Committee (20%)

1.) I understand the vision, mission of Baobab MFB and I am aware of my duties and responsibilities as a member of the Board Governance, Nomination & Remuneration Committee.

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

2.) I am fully aware of the Baobab MFB Revised Charter, By-Laws and governing principles and policies and I keep myself updated on the latest best practices in corporate governance.

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

3.) I faithfully attend Board Governance, Nomination & Remuneration Committee meetings

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

4.) I come to meeting on time and prepared about the issues to be discussed based on the agenda.

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

5.) I actively participate in the discussion during the Board Governance, Nomination & Remuneration Committee meeting with independence, open mind and objectivity.

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

Remark

44 out of 44

Title