(1)
The Board should meet
regularly, at least 4 regular meetings in a financial year. There should be
adequate notice for all Board meetings, as specified in the Memorandum and Articles
of Association.
(2)
MD/CEO (Head of
management) and Chairman (Head of the Board) should be separate.
(3)
No two members of the
same extended family should occupy the position of Chairman and CEO/Executive
Director of a bank at the same time.
(4)
Government direct and
indirect equity holding in any bank shall be limited to 10%. An equity holding
of above 10% by any investor is subject to CBN’s prior approval.
(5)
The number of
non-executive board directors should be more than that of executive directors
subject to a maximum board size of 20 directors.
(6)
A committee of
non-executive directors should determine the remuneration of executive directors.
(7)
Non-executive
directors should not remain on the board of a bank continuously for more than 3
terms of 4 years each (12 years).
(8)
When board directors
and companies/entities/persons related to them are engaged as service providers
or suppliers to the bank, full disclosure of such interests should be made to
the CBN.
(9)
The Board Credit
Committee should have neither the Chairman of the Board nor the MD as its
chairman.
(10) Internal auditors should be largely independent and be
a member of a relevant professional body