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Published by DataMax Registrars Limited, 2018-04-17 15:30:06

GTBank Financial Report

Financial Report For GTB

Keywords: GTB

Annual Report

#EnrichingLives

INTRODUCTION

Guaranty Trust Bank’s Consolidated Financial Statements
complies with the applicable legal requirements of the Ni-
gerian Securities and Exchange Commission regarding An-
nual Financial Statements and comprises Separate and Con-
solidated Financial Statements of the Bank and the Group
for the financial year ended 31 December, 2017. The con-
solidated financial statements have been prepared in ac-
cordance with International Financial Reporting Standards
issued by the International Accounting Standards Board and
adopted by the Financial Reporting Council of Nigeria. For
better understanding, certain disclosures and some prior
year figures have been presented in line with current year
figures. Due to rounding, numbers presented throughout
this document may not add up precisely to the totals pro-
vided and percentages may not precisely reflect the abso-
lute figures.

TABLE OF
CONTENTS

Overview AML/CFT Framework 038

Vision & Mission Statements 004 Internal Control and Risk 042
Management Systems

Directors, Officers & Professional Chairman’s Statement 045
Advisers 005

Managing Director’s Statement 052

Result at a Glance 006

Directors’ Report 058

GROSS EARNINGS PROFIT BEFORE TAX PROFIT AFTER TAX

N419.23billion N200.24billion N170.47billion Statement of Directors’ Responsibilities 068

Notice of Annual General Meeting 007 Report of the Audit Committee 069

Corporate Governance 009 Report of the Independent Consultants

§§ Introduction 010 on the Appraisal of the Board 070

§§ Governance Structure 010

Subsidiary Governance 024 Report of the Independent Auditor to
the Members of Guaranty Trust Bank plc 071

Sustainability Report 028

Complaints and Feedback 035

Financial Statement 077 Five Year Financial Summary 329

§§ Statements of financial position 078 §§ Statements of Financial Position (Group) 330

§§ Income Statements 080 §§ Statements of Comprehensive Income (Group) 331

§§ Statements of comprehensive income 081 §§ Statements of Financial Position (Parent) 332

§§ Consolidated Statement of changes in equity 082 §§ Statements of Comprehensive Income (Parent) 333

§§ Statement of Cash - flows 086

Share Capitalisation History 334

Accounting Policies 088 Corporate Information 337

§§ Reporting Entity 089 §§ List of Management Team 338
§§ Basis of Preparation 089 Including Subsidiaries
§§ Significant Accounting Policies 089

Products and Services 341

Financial Risk Management 109 Corporate Social
Responsibility 356
§§ Credit Risk 114
§§ Liquidity Risk 170 Corporate Directory 364
§§ Settlement Risk 187
§§ Correspondent Banking Relationships 366
§§ Market Risk 187

§§ Branch Network 367

Other notes to the Financial Statements 206

§§ Capital Management & Other Risks 207 Forms 375

§§ Use of Estimates and Judgements 210 §§ Mandate for e-Dividend payment 377

§§ Statement of Prudential Adjustment 221

§§ Operating Segments 222 §§ Unclaimed Dividend Warrant Form 379

§§ Financial Assets and Liabilities 234 §§ Proxy Form 381

§§ Notes to the Statements of Comprehensive §§ Shareholder’s Data Update Forms 383

Income and Statements of Financial position 238 §§ Notes 384

§§ Dividends 304

§§ Contingencies 304

§§ Group Entities 306

§§ Related Parties 308

Regulatory Requirements under 314

IFRS Regime

Operational Risk Management 319

View our Annual Report Online

Activities of Card Operations 323 www.gtbank.com

Value Added Statements 326

VISION AND
MISSION
STATEMENTS

VISION
We are a team driven to deliver the utmost in customer
service.
We are synonymous with innovation, building excellence
and superior financial performance and creating role
models for society.

MISSON
We are a high quality financial services provider with the
urge to be the best at all times whilst adding value to all
stakeholders.

DIRECTORS, OFFICERS AND PROFESSIONAL ADVISERS

DIRECTORS Chairman, Board of Directors
1 Mrs. O. A. Demuren Managing Director/CEO
2 Mr. J.K.O. Agbaje Non-Executive Director
3 Mr. K. A. Adeola Non-Executive Director
4 Mr. O. M. Agusto Non-Executive Director
5 Mr. I. Hassan Non-Executive Director
6 Mr. H. A. Oyinlola Non-Executive (Independent) Director
7 Ms. I. L. Akpofure Non-Executive (Independent) Director
8 Mr. B. T. Soyoye Non-Executive (Independent) Director
9 Mrs. V. O. Adefala
(Appointed with effect from September 12, 2017)
10 Mr. A. A. Odeyemi
11 Mrs. O. O. Omotola Executive Director
12 Mr. A. A. Oyedeji Executive Director
13 Mr. H. Musa Executive Director
14 Mr. J. M. Lawal Executive Director
Executive Director

Company Secretary
Mr. E. E. Obebeduo
FRC/2017/NBA/00000016024

Registered Office
Plot 635, Akin Adesola Street
Victoria Island, Lagos State.

Auditors
PricewaterhouseCoopers
Landmark Towers
5B, Water Corporation Road
Victoria Island, Lagos State.

Registrar & Transfer Office
Datamax Registrars Limited
2c, Gbagada Expressway
Gbagada Phase 1, Lagos State.
Tel: +234 1 7120008-11
Fax: +234 1 7120012
Email: [email protected]

#EnrichingLives Guaranty Trust Bank Plc | 2017 Annual Report | 6

RESULT AT A GLANCE

GROSS EARNINGS PROFIT BEFORE TAX PROFIT AFTER TAX

N419.23billion N200.24billion N170.47billion

Major Income Statement Items Group Group Increased/ Parent Parent Increased/
Gross Earnings Dec-2017 Dec-2016 (Decreased) Dec-2017 Dec-2016 (Decreased)
N’million N’million N’million N’million
% %
419,226 414,616 360,237 365,917
1.1 -1.6

Profit before income tax 200,242 165,136 21.3 186,205 154,005 20.9

Profit after income tax 170,470 132,281 28.9 161,285 126,837 27.2

Earnings Per Share (Kobo) 603 467 29.1 548 431 27.1

Major Statement of Financial 1,448,533 1,589,430 -8.9 1,265,972 1,417,218 -10.7
Position Items 2,062,048 1,986,246 3.8 1,697,561 1,681,185 1.0
Loans and advances to customers 3,351,097 3,116,393 7.5 2,824,929 2,613,340 8.1
625,168 504,903 23.8 584,344 476,918 22.5
Deposits from customers

Total assets

Total equity

#EnrichingLives Guaranty Trust Bank Plc | 2017 Annual Report | 7

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Twenty-eighth Annual General Meeting of GUARANTY TRUST BANK
PLC will hold at the Oriental Hotel, 3, Lekki Road, Victoria Island, Lagos State, on Tuesday, April 10, 2018, at
10.00 a.m. to transact the following business:

ORDINARY BUSINESS
1. To receive the Audited Financial Statements for the year ended December 31, 2017,
and the Reports of the Directors, Auditors and Statutory Audit Committee thereon;

2. To declare a dividend;

3. To elect a Director;

4. To authorise Directors to fix the remuneration of the Auditors;

5. To elect Members of the Statutory Audit Committee.

PROXY
A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend
and vote in his/her/its stead. A proxy need not be a member of the Company. For the appointment to be
valid, a completed and duly stamped proxy form must be deposited at the office of the Registrar, Datamax
Registrars Limited, No. 2c, Gbagada Express Road, Gbagada Phase 1, Lagos State, not less than 48 hours
before the time fixed for the meeting. A blank proxy form is attached to the Annual Report.

BY THE ORDER OF THE BOARD 2. E-Dividend Mandate
Shareholders are kindly requested to update
NOTES
1. Dividend their records and advise Datamax Registrars
If approved, dividend will be payable on Limited of their updated records and relevant
bank accounts for the payment of their
Tuesday, April 10, 2018, at the rate of N2.40 dividends. Detachable forms in respect of
Kobo per every 50 Kobo ordinary share, to mandate for e-dividend payment, unclaimed/
shareholders whose names appear in the stale dividend payment and shareholder data
Register of Members at the close of business update are attached to the Annual Report for
on Tuesday, March 27, 2018 (bringing total convenience. The aforementioned forms can
Dividend paid for the 2017 financial year also be downloaded from the Bank’s website at
to N2.70 Kobo). Shareholders who have www.gtbank.com or from Datamax Registrars
completed the e-Dividend Mandate Forms Limited’s website at www.datamaxregistrars.
will receive a direct credit of the dividend into com.
their bank accounts on the date of the Annual
General Meeting. Note however, that holders The duly completed forms should be returned
of the Company’s Global Depository Receipts to Datamax Registrars Limited, No. 2c,
listed on the London Stock Exchange will Gbagada Express Road, Gbagada Phase 1,
receive their dividend payments subsequently. Lagos State, or to the nearest Guaranty Trust
Bank plc branch.

#EnrichingLives Guaranty Trust Bank Plc | 2017 Annual Report | 8

NOTICE OF ANNUAL GENERAL MEETING

3. E-Annual Report In view of the foregoing, nominations to
The electronic version of the Annual report is the Statutory Audit Committee should be
supported by the Curricula Vitae of the
available at www.gtbank.com. Shareholders nominees.
who have provided their email addresses to
the Registrars will receive the electronic version 6. Election of a Director
of the Annual Report via email. Furthermore, Mrs. Victoria Osondu Adefala is being
Shareholders who are interested in receiving
the electronic version of the Annual Report proposed for election as a Non-Executive
are kindly required to request via email to Director (Independent).
[email protected]
The appointment of Mrs. Victoria Osondu
4. Closure of Register Adefala has been approved by the Central
The Register of Members will be closed on Bank of Nigeria and will be presented for
Shareholders’ approval at the 28th Annual
Wednesday, March 28, 2018, to enable the General Meeting.
Registrar prepare for payment of dividend.

5. Statutory Audit Committee The profile of the aforementioned Director is
In accordance with section 359(5) of the available in the Annual Report and also on the
Bank’s website at www.gtbank.com.
Companies and Allied Matters Act, 2004,
any shareholder may nominate a shareholder 7. Shareholders’ Questions
for appointment to the Statutory Audit Shareholders reserve the right to ask questions
Committee. Such nomination should be
in writing and should reach the Company at the Annual General Meeting. Shareholders
Secretary at least twenty-one (21) days before may also submit questions prior to the Meeting
the Annual General Meeting. in writing to the Company, in line with Rule
19.12(c) of the Listing Rules of The Nigerian
Kindly note that the provisions of the Code of Stock Exchange. Such questions should be
Corporate Governance issued by the Securities addressed to the Company Secretary and
and Exchange Commission (SEC) indicate that reach the Company at its Head Office or by
some of the members of the Statutory Audit electronic mail at [email protected]
Committee should have basic financial literacy com not later than 7 days to the date of the
and be knowledgeable in internal control Meeting.
processes.

#EnrichingLives Guaranty Trust Bank Plc | 2017 Annual Report | 9

CORPORATE
GOVERNANCE

#EnrichingLives Guaranty Trust Bank Plc | 2017 Annual Report | 10

CORPORATE GOVERNANCE

Introduction governance practices. In addition to the Code, the Bank
aggressively promotes its core values to its employees
In Guaranty Trust Bank Plc (“the Bank”), we recognize through its Code of Professional Conduct, its Ethics
that adherence to the highest standards of corporate Policy as well as Communications Policy, which regulate
governance ensures and contributes to the long term employee relations with internal and external parties.
success of a company. In light of this recognition, we This is a strong indicator of the Bank’s determination
continuously ensure that we subject our operations to to ensure that its employees remain professional at
the highest standards of corporate governance in order to all times in their business practices. The Bank also has
create and deliver sustainable value to shareholders and an entrenched culture of openness in which healthy
achieve continuous corporate success. We believe good discourse is encouraged and employees are mandated to
corporate governance practices enhance the confidence report improper activities.
placed in the Bank by our shareholders, customers,
business partners, employees, the financial markets The Bank complies with the requirements of the Central
in which we operate and all stakeholders. The Bank’s Bank of Nigeria (“CBN”) in respect of internal review of
commitment to upholding the tenets and principles of its compliance status with defined corporate governance
good Corporate Governance is the bedrock of strong practices and submits reports on the Bank’s compliance
public trust and confidence reposed in us and the key to status to the CBN and the Nigeria Deposit Insurance
our continued long-term success. Corporation. The Bank also conducts an Annual Board
and Directors’ Review/Appraisal covering all aspects
In view of rapid globalization, digitalization and increased of the Boards’ structure, composition, responsibilities,
adoption of artificial intelligence in the Banking industry, processes and relationships, in compliance with the
maintaining good corporate governance practices has requirement of the CBN Code. To conduct the Annual
become even more important to us as a Bank, thus Board Appraisal for the financial year ended December
enshrining our belief in one of our core principles that 31, 2017, the Board engaged the consultancy firm
success is only worth celebrating when achieved the right of Ernst and Young LP. The independent consultants
way through a process supported and sustained with the carried out a comprehensive review of the effectiveness
right values. of the Board by assessing the performance of the Board,
the Board Committees and Directors. The report of the
As a company publicly quoted on the Nigerian Stock Appraisal will be presented to Shareholders at the 28th
Exchange with Global Depositary Receipts (GDRs) listed Annual General Meeting of the Bank.
on the London Stock Exchange, we remain dedicated
to our duties and pledge to safeguard and increase The Bank continues to serve customers, clients,
investor value through transparent corporate governance communities and create value for stakeholders.
practices. The Bank has a Code of Corporate Governance Entrenched in the fibre of the Bank is the culture
(the Code) which provides a robust framework for the of openness which promotes healthy discourse and
governance of the Board and the Bank. The Bank ensures encourages employees to report improper activities.
compliance with the Code of Corporate Governance for The belief that success is only worth celebrating when
Public Companies issued by the Securities and Exchange achieved the right way with the right values remains a
Commission (“the SEC Code”), the revised Code of guiding principle of the Bank. Our commitment to this
Corporate Governance for Banks and Discount Houses in principle is for us, the key to keeping public trust and
Nigeria issued by the Central Bank of Nigeria in May 2014 confidence in our Bank.
(“the CBN Code”), as well as disclosure requirements
under the Disclosure and Transparency Rules of the Governance Structure
Financial Conduct Authority (FCA), United Kingdom,
which are applicable to non-United Kingdom companies The Board
with GDRs listed on the London Stock Exchange.
The Board of Directors is responsible for the governance
The Bank’s Code of Corporate Governance is continuously of the Bank and is accountable to shareholders for
reviewed to align with additional legal and regulatory creating and delivering sustainable value through the
requirements and global best practices, in order to management of the Bank’s business.
remain a pace setter in the area of good corporate
The Board is committed to the highest standards of
#EnrichingLives
Guaranty Trust Bank Plc | 2017 Annual Report | 11

CORPORATE GOVERNANCE

business integrity, ethical values and governance; it independent judgment on the deliberations of the Board
recognises the responsibility of the Bank to conduct and decisions of the Board (without prejudice to Directors
its affairs with transparency, prudence, fairness, right to earn Directors fees and hold interest in shares).
accountability and social responsibility, thereby Directors have a good understanding of the Bank’s
safeguarding the interests of all stakeholders. businesses and affairs to enable them properly evaluate
information and responses provided by Management,
The Board ensures that an appropriate level of checks and to provide objective challenge to Management.
and balances is maintained, in order to ensure that
decisions are taken with the best interest of the Bank’s Directors are prepared to challenge each other’s
stakeholders in mind. Directors of the Bank possess assumptions, beliefs or viewpoints as necessary for the
the right balance of expertise, skills and experience, good of the Bank and question intelligently, debate
which translates to an effective Board and an executive constructively and make decisions dispassionately.
management team capable of steering the affairs of the
Bank in an ever changing and challenging environment. Three (3) of the Non-Executive Directors are “Independent
The Bank’s robust appointment and effective succession Directors”, appointed based on the core values enshrined
planning framework is one way of ensuring that we in the Bank’s Code of Corporate Governance and the
continue to have the right people to drive the business of criteria laid down by the CBN for the appointment of
the Bank in the desired direction. Independent Directors. The Independent Directors do not
have any significant shareholding interest or any special
The Board determines the overall strategy of the Bank business relationship with the Bank.
and follows up on its implementation, supervises
the performance of the Bank and ensures adequate The Board meets quarterly and additional meetings are
management, thus actively contributing to developing convened as required. Material decisions may be taken
the Bank as a focused, sustainable and global brand. between meetings by way of written resolutions, as
provided for in the Articles of Association of the Bank.
The synergy between the Board and Management fosters The Directors are provided with comprehensive group
interactive dialogue in setting broad policy guidelines in information at each of the quarterly Board meetings
the management and direction of the Bank to enhance and are also briefed on business developments between
optimal performance and ensure that associated risks Board meetings.
are properly managed. Furthermore, the Board plays a
central role in conjunction with Management in ensuring The Board met four (4) times during year ended December
that the Bank is financially strong, well governed and 31, 2017.
risks are identified and well mitigated.
Responsibilities of the Board
In addition to the Board’s direct oversight, the Board
exercises its oversight responsibilities through six (6) The Board has ultimate responsibility for determining the
Committees, namely, Board Risk Management, Board strategic objectives and policies of the Bank to deliver
Credit, Board Human Resources and Nominations, long-term value by providing overall strategic direction
Board Remuneration, Board Information Technology within a framework of rewards, incentives and controls.
Strategy, and the Board Audit. In addition to the Board
Committees, the Statutory Audit Committee of the Bank, The Board has delegated the responsibility for day-to-day
which comprises equal numbers of representatives of the operations of the Bank to Management and ensures that
Board and Shareholders, also performs its statutory role Management strikes an appropriate balance between
as stipulated by the Companies and Allied Matters Act promoting long-term growth and delivering short-term
(2004). objectives. In fulfilling its primary responsibility, the
Board acknowledges the relationship between good
Members of the Board of Directors are seasoned governance and risk management practices, in relation
professionals, who have excelled in various sectors to the achievement of the Bank’s strategic objectives and
including; Banking, Accounting, Engineering, Oil and good financial performance.
Gas, Manufacturing as well as Law. They possess the
requisite integrity, skills and experience to bring to bear Notwithstanding the delegation of the operation of the

#EnrichingLives Guaranty Trust Bank Plc | 2017 Annual Report | 12

CORPORATE GOVERNANCE

Bank to Management, the Board reserved certain powers Directors and promotes effective relationships and open
which include: the approval of quarterly, half-yearly communications between Executive and Non-Executive
and full year financial statements (whether audited or Directors, both inside and outside the Boardroom.
unaudited) and any significant change in accounting
policies and/or practices; approval of major changes The Board has delegated the responsibility for the day-
to the Bank’s corporate structure and changes relating to-day management of the Bank to the Managing
to the Bank’s capital structure or its status as a public Director/Chief Executive Officer, who is supported
limited company; the determination and approval of the by Executive Management. The Managing Director
strategic objectives and policies of the Bank to deliver executes the powers delegated to him in accordance
long-term value; approval of the Bank’s strategy, medium with guidelines approved by the Board of Directors.
and short term plan and its annual operating and capital Executive Management is accountable to the Board for
expenditure budget; appointment and removal of the development and implementation of strategies and
Company Secretary; recommendation to shareholders policies. The Board regularly reviews group performance,
of the appointment, removal of Auditors and the matters of strategic concern and any other matter it
remuneration of Auditors; approval of resolutions and regards as material.
corresponding documentation for shareholders in
general meeting(s), shareholders circulars, prospectus Director Nomination Process
and principal regulatory filings with the Regulators.
The Board Human Resources and Nominations
Other powers reserved for the Board are the determination Committee is charged with the responsibility of leading
of Board structure, size and composition, including: the process for Board appointments and for identifying
appointment and removal of Directors; succession and nominating suitable candidates for the approval of
planning for the Board and senior management and the Board.
Board Committee membership; approval of mergers
and acquisitions; branch expansion and establishment With respect to new appointments, the Board Human
of subsidiaries; approval of remuneration policy and Resources and Nominations Committee identifies, reviews
packages of the Managing Director and other Board and recommends candidates for potential appointment
members; appointment of the Managing Director as Directors. In identifying suitable candidates, the
and other Directors of subsidiaries; approval of the Committee considers candidates on merit against
Board performance evaluation process; corporate objective criteria and with due regard for the benefit of
governance framework and review of the performance diversity on the Board, including gender as well as the
of the Managing Director; approval of policy documents balance and mix of appropriate skills and experience.
on significant issues including Enterprise-wide Risk
Management, Human Resources, Credit, Corporate Shareholding in the Bank is not considered a criterion
governance and Anti – Money Laundering; and approval for the nomination or appointment of a Director. The
of all matters of importance to the Bank as a whole appointment of Directors is subject to the approval of the
because of their strategic, financial, risk or reputational Central Bank of Nigeria and shareholders at the Annual
implications or consequences. General Meeting.

Roles of Chairman and Chief Executive Induction and Continuous Training

The roles of the Chairman and Chief Executive Officer Upon appointment to the Board and to Board
are separate and no one individual combines the two Committees, all Directors receive an induction tailored to
positions. The Chairman’s main responsibility is to meet their individual requirements.
lead and manage the Board to ensure that it operates
effectively and fully discharges its legal and regulatory The induction, which is arranged by the Company
responsibilities. The Chairman is responsible for Secretary, may include meetings with senior management
ensuring that Directors receive accurate, timely and clear staff and key external advisors, to assist Directors
information to enable the Board take informed decisions in acquiring a detailed understanding of the Bank’s
and provide advice to promote the success of the operations, its strategic plan, its business environment,
Bank. The Chairman also facilitates the contribution of the key issues the Bank faces and to introduce Directors

#EnrichingLives Guaranty Trust Bank Plc | 2017 Annual Report | 13

CORPORATE GOVERNANCE

to their fiduciary duties and responsibilities. profession, having worked with the African Chamber
of Commerce, Houston, Texas, Michelin Nigeria Limited
The Bank attaches great importance to training its and Alstom Nigeria Limited (Alstom).
Directors and for this purpose, continuously offers training
and education from onshore and offshore institutions Mrs. Adefala served as the Country President and
to its Directors, in order to enhance their performance Managing Director of Alstom up till 2016. Prior to
on the Board and the various committees to which they working at Alstom, Mrs. Victoria Osondu Adefala was
belong. All the Bank’s Non-Executive Directors attended an Executive Director at Michelin Nigeria Limited and sits
foreign and/or local courses in the year ended December on the Board of both local and international companies.
31, 2017.
Mrs. Adefala is the Managing Partner of WHITGIFT Law
Changes on the Board firm. She is in her early fifties and is primarily resident in
Nigeria.
In the course of the financial year ended December
31, 2017, Mrs Cathy Echeozo retired from the Board Retirement by Rotation
with effect from March 16, 2017, having served as
an Executive Director for three (3) terms of four (4) The provisions of Article 84(b) of the Articles of
years each (i.e. twelve years) which is the maximum Association of the Bank provides that one third of the
term stipulated for Executive Directors in line with the Directors (excluding Executive Directors) or if their
Bank’s Code of Corporate Governance. In view of Mrs. number is not a multiple of three, the number nearest to
Echeozo’s retirement, the Board appointed Mr. Mobolaji but not greater than one third, should retire from office
Jubril Lawal as an Executive Director, with effect from at each biennial Annual General Meeting. In view of the
March 17, 2017, to fill the vacancy. fact that we had two Directors retire by rotation at the
27th Annual General Meeting, in compliance with this
The appointment of Mr. Lawal has been approved by the section, no Director would be retiring by rotation at the
Central Bank of Nigeria (CBN) and the Shareholders’ at 28th Annual General Meeting.
the 27th Annual General Meeting of the Bank.
Non-Executive Directors’ Remuneration
Also in the course of the year, the Board appointed
Mrs. Victoria Osondu Adefala as an Independent Non– The Bank’s policy on remuneration of Non-Executive
Executive Director, effective from September 12, 2017. Directors is guided by the provisions of the CBN
The appointment of Mrs. Adefala has been approved by Code which stipulates that Non-Executive Directors
the CBN and will be presented to Shareholders at the remuneration should be limited to sitting allowances,
Bank’s 28th Annual General Meeting. Directors fees and reimbursable travel and hotel expenses.

With the appointment of Mrs. Adefala, the Bank Details of remuneration paid to Executive and Non-
has three (3) Independent Non-Executive Directors, Executive Directors is contained in Note 47i of this report.
appointed based on the criteria laid down by the CBN for
the appointment of Independent Directors. Board Committees

Profile of Mrs. Victoria Osondu Adefala The Board carries out its responsibilities through its
Standing Committees, which have clearly defined terms
Mrs. Victoria Osondu Adefala holds a Bachelor of Laws of reference, setting out their roles, responsibilities,
(LL.B) degree (1987) from the University of Lagos, Lagos functions and scope of authority. The Board has six
State, Nigeria and a Master’s degree in International (6) Standing Committees in addition to the Statutory
Law (LL.M) from the University of Houston Bates Law Audit Committee of the Bank, namely; Board Risk
School, Houston, Texas. She was called to the Nigerian Management Committee, Board Credit Committee,
Bar in 1988.
Mrs. Victoria Osondu Adefala is a seasoned Board Human Resources and Nominations Committee,
professional with over twenty-four (24) years work Board Remuneration Committee, Board Information
experience in diverse industries including Manufacturing, Technology Strategy Committee and Board Audit
Finance and Transportation as well as the Legal Committee.

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CORPORATE GOVERNANCE

Through these Committees, the Board is able to effectively and business environment, including emerging trends
carry out its oversight responsibilities, and take advantage and other factors relevant to the Bank’s risk profile;
of individual expertise to formulate strategies for the Bank.
The Committees make recommendations to the Board, • To handle any other issue referred to the Committee
which retains responsibility for final decision making. from time to time by the Board.
All Committees in the exercise of their powers so
delegated, conform to the regulations laid down by the The Chief Risk Officer of the Bank presents regular
Board, with well-defined terms of reference contained in reports to the Committee at its meetings.
the Charter of each Committee. The Committees render
reports to the Board at the Board’s quarterly meetings. The Committee meets quarterly and additional meetings
are convened as required. The Committee met four (4)
A summary of the roles, responsibilities, composition and times during the financial year ended December 31,
frequency of meetings of each of the Committees are as 2017.
stated hereunder:
The Board Risk Management Committee comprised the
Board Risk Management Committee following members during the year under review:

This Committee is tasked with the responsibility of S/NO NAME STATUS DESIGNATION
setting and reviewing the Bank’s risk policies. The
coverage of supervision includes the following: Credit 1. Mr. H. A. Oyinlola Non-Executive Chairman
Risk, Reputational Risk, Operations Risk, Technology Risk, Director
Market Risk, Liquidity Risk and other pervasive risks as
may be posed by the events in the industry at any point 2. Mr. J. K. O. Agbaje Managing Director Member
in time.
3. Ms. I. L. Akpofure Non-Executive Member
The Terms of Reference of the Board Risk Management (Independent)
Committee include: Director

• To review and recommend for the approval of the 4. Mr. B. T. Soyoye1 Non-Executive Member
Board, the Bank’s Risk Management Policies including (Independent)
the risk profile and limits; Director

• To determine the adequacy and effectiveness of the 5. Mrs. V. O. Adefala2 Non-Executive Member
Bank’s risk detection and measurement systems and (Independent)
controls; Director

• To evaluate the Group’s internal control and assurance 6. Mr. A. A. Odeyemi Executive Director Member
framework annually, in order to satisfy itself on the
design and completeness of the framework relative 7. Mrs. O. O. Omotola Executive Director Member
to the activities and risk profile of the Bank and its
subsidiaries; 1Appointed as a member of the Committee at the Board Meeting held in January, 2017
2Appointed as a member of the Committee at the Board Meeting held in October, 2017
• To oversee Management’s process for the identification
of significant risks across the Bank and the adequacy Board Credit Committee
of risk mitigation, prevention, detection and reporting
mechanisms; This Committee is responsible for approval of credit
facilities in the Bank. The Terms of Reference of the
• To review and recommend to the Board for approval, Board Credit Committee include:
the contingency plan for specific risks;
• To consider and approve specific loans above the
• To review the Bank’s compliance level with applicable Management Credit Committee’s authority limit, as
laws and regulatory requirements which may impact determined by the Board from time to time;
on the Bank’s risk profile;
• To review Management Credit Committee’s authority
• To conduct periodic review of changes in the economic level as and when deemed necessary and recommend
new levels to the Board for consideration;
#EnrichingLives
• To conduct quarterly review of credits granted by the
Bank to ensure compliance with the Bank’s internal
control systems and credit approval procedures;

• To notify all Director related loans to the Board;

• To monitor and notify the top debtors to the attention
of the Board;

Guaranty Trust Bank Plc | 2017 Annual Report | 15

CORPORATE GOVERNANCE

• To review the Bank’s internal control procedures in Board Human Resources and Nominations
relation to credit risk assets and ensure that they are Committee
sufficient to safeguard the quality of the Bank’s risk
assets; This Committee is responsible for the approval of
human resource matters, identification and nomination
• To review the Asset and Liability Management of the of candidates for appointment to the Board and
Bank; Board governance issues such as; annual evaluation
of the performance of the Managing Director and the
• To ensure that the Bank complies with regulatory Board, induction and continuous education, approval
requirements regarding the grant of credit facilities; of promotion of top management staff, corporate
governance, succession planning, conflict of interest
• To handle any other issue referred to the Committee situations and compliance with legal and regulatory
from time to time by the Board. provisions.

In view of the volume of transactions that require The Committee is also responsible for the oversight of
Board Credit Committee approvals, there are instances strategic people issues, including employee retention,
where the need arises for credits to be approved by equality and diversity as well as other significant employee
members expeditiously between Board Credit Committee relations matters.
Meetings. Such urgent credits are circulated amongst the
The membership of the Committee is as
members for consideration and approval in line with a follows:
defined procedure that ensures that all members of the
Committee are furnished with full information on such S/No Name Status Designation
credits. All credits considered as “Large Exposures” as Chairman
defined by the Board of Directors from time to time are 1 Mr. I. Hassan Non-Executive Member
considered and approved by the Board Credit Committee Director Member
at a special meeting convened for that purpose. Member

2 Mr. J.K.O. Agbaje Managing Director Member

The Board Credit Committee meets at least once in each 3 Mr. H.A. Oyinlola Non-Executive Member
quarter. However, additional meetings are convened as Director
required. The Committee met four (4) times during the
financial year ended December 31, 2017. 4 Ms. I. L. Akpofure Non-Executive
(Independent)
Director

The Board Credit Committee is made up of the following 5 Mr. B. T. Soyoye1 Non-Executive
members: (Independent)
Director

6 Mrs. O. O. Omotola Executive Director

S/No Name Status Designation 1Appointed as a member of the Committee at the Board Meeting held in January,
Chairman 2017
1 Mr. O. M. Agusto Non-Executive Member
Director Member
Member
2 Mr. K. A. Adeola Non-Executive The Committee is required to meet at least once a year,
Director Member and additional meetings are convened as the need arises.
The Committee met three times during the financial year
3 Mr. I. Hassan Non-Executive ended December 31, 2017.
Director

4 Mrs. V. O. Adefala1 Non-Executive Board Remuneration Committee
(Independent)
Director

5 Mr. A. A. Oyedeji Executive Director

6 Mr. H. Musa Executive Director Member The Board Remuneration Committee has the
responsibility of setting the principles and parameters of
7 Mr. J. M. Lawal2 Executive Director Member Remuneration Policy across the Bank, determining the
policy of the Bank on the remuneration of the Managing
1Appointed as a member of the Committee at the Board Meeting held in October, Director and other Executive Directors and the specific
2017 remuneration packages and to approve the policy relating
2Appointed as a member of the Committee at the Board Meeting held in April, to all remuneration schemes and long term incentives for
2017
Guaranty Trust Bank Plc | 2017 Annual Report | 16
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CORPORATE GOVERNANCE

employees of the Bank. a year. The Committee met two (2) times in the financial
year ended December 31, 2017.
The Board Remuneration Committee comprised the
following members during the year under review: Board Audit Committee

S/No Name Status Designation The Board Audit Committee is responsible for oversight
of audit functions, without prejudice to the statutory
1 Mr. O. M. Agusto Non-Executive Director Chairman Audit Committee established in compliance with CAMA,
2 Mr. K.A Adeola Non-Executive Director Member which is not considered a board committee.

The Committee is required to meet at least once a year, The Terms of Reference of the Board Audit Committee
and additional meetings are convened as the need arises. include:
The Committee met once during the year under review.
• To keep the effectiveness of the Bank’s system of
Board Information Technology Strategy Committee accounting, reporting and internal control under
review and to ensure compliance with legal and
The Board Information Technology Strategy Committee agreed ethical requirements;
is responsible for the provision of strategic guidance to
Management on Information Technology issues and • To review the activities, findings, conclusions and
monitoring the effectiveness and efficiency of Information recommendations of the external auditors relating to
Technology within the Bank and the adequacy of controls. the Bank’s annual audited financial statements;

The Terms of Reference of the Board Information • To review the Management Letter of the External
Technology Strategy Committee include: Auditor and Management’s response thereto;

• To provide advice on the strategic direction of • To review the appropriateness and completeness of
Information Technology issues in the Bank; the Bank’s statutory accounts and its other published
financial statements;
• To inform and advise the Board on important
Information Technology issues in the Bank; • To oversee the independence of the external auditors;

• To monitor overall Information Technology • To receive a summary of whistle blowing cases
performance and practices in the Bank. reported and the result of the investigation from the
Head of Internal Audit;
The Board Information Technology Strategy Committee
comprised the following members during the year under • To ensure that the Bank’s Investment Valuation Policy is
review: updated to take into account changes in International
Financial Reporting Standards (IFRS) as issued and/
S/No Name Status Designation or amended from time to time by the International
Chairman Accounting Standards Board and/or in valuation
1 Mr K. A. Adeola Non-Executive Member techniques as recommended by the European Venture
Director Member Capital Association and best practices.
Member
2 Mr J. K. O. Agbaje Managing Director The Board Audit Committee comprised the following
3 Mr. H.A. Oyinlola1 Non-Executive Member members during the year under review:

Director S/No Name Status Designation
4 Ms. I. L. Akpofure1 Non-Executive Chairman
1. Ms. I. L. Akpofure Non-Executive
(Independent) (Independent) Member
Director Director Member
5 Mr A. A. Odeyemi Executive Director

6 Mr. J. M. Lawal1 Executive Director Member 2. Mr. O. M. Agusto Non-Executive
Director

1Appointed as a member of the Committee at the Board Meeting held 3. Mr. I. Hassan Non-Executive
in April, 2017 Director

The Committee is required to hold its Meetings twice in The Committee is required to hold its Meetings once
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CORPORATE GOVERNANCE

every quarter. The Committee met four (4) times during of the Bank’s results. The Committee is responsible for the
the year under review. review of the integrity of the Bank’s financial reporting
and oversees the independence and objectivity of the
Statutory Audit Committee of the Bank external auditors. The Committee has access to external
auditors to seek explanations and additional information,
This Committee is responsible for ensuring that the Bank while the internal and external auditors have unrestricted
complies with all the relevant policies and procedures access to the Committee, which ensures that their
both from the regulators and as laid-down by the Board independence is in no way impaired.
of Directors. Its major functions include the approval
of the annual audit plan of the internal auditors, The Committee is made up of three (3) Non-Executive
review and approval of the audit scope and plan of the Directors and three (3) Shareholders of the Bank
external auditors, review of the audit report on internal appointed at Annual General Meetings, while the Chief
weaknesses observed by both the internal and external Internal Auditor of the Bank serves as the secretary to the
auditors during their respective examinations and to Committee. The membership of the Committee at the
ascertain whether the accounting and reporting policies Board level is based on relevant experience of the Board
of the Bank are in accordance with legal requirements members, while one of the shareholders serves as the
and agreed ethical practices. Chairman of the Committee.

The Committee also reviews the Bank’s annual and interim The Internal and External Auditors are invited from time
financial statements, particularly the effectiveness of the to time to attend the Meetings of the Committee. The
Bank’s disclosure controls and systems of internal control Chief Financial Officer and appropriate members of
as well as areas of judgment involved in the compilation Management also attend the meetings upon invitation.

The Statutory Audit Committee of the Bank met four (4) times during the year under review. The following members
served on the Committee during the year ended December 31, 2017:

S/No Name Status Designation Attendance Date of Meetings

1 Alhaji M. O. Usman1 Shareholders’ Representative Chairman 4 23-Jan-2017
2 Mr. A. B. Akisanmi2 24-Apr-2017
Shareholders’ Representative Former Chairman 1 24-July-2017
16-Oct-2017
23-Jan-2017

3 Mrs. S. O. J. Mbagwu-Fagbemi Shareholders’ Representative Member 4 23-Jan-2017
24-Apr-2017
4 Mrs. A. Kuye3 Shareholders’ Representative Member 3 24-July-2017
5 Mr. I. Hassan 4 16-Oct-2017
Non-Executive Director Member 24-Apr-2017
24-July-2017
6 Mr. O. M. Agusto Non-Executive Director Member 4 16-Oct-2017

7 Ms. I. L. Akpofure Non-Executive Member 4 23-Jan-2017
(Independent) Director 24-Apr-2017
24-July-2017
16-Oct-2017
23-Jan-2017
24-Apr-2017
24-July-2017
16-Oct-2017
23-Jan-2017
24-Apr-2017
24-July-2017
16-Oct-2017

1 Appointed as the Chairman of the Committee at the Meeting which held in April, 2017
2 Ceased to be a member of the Committee in April 2017
3 Elected as a member of the Committee by Shareholders at the Bank’s 27th Annual General Meeting held in April, 2017

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CORPORATE GOVERNANCE

Attendance of Board and Board Committee Meetings

The table below shows the frequency of meetings of the Board of Directors and Board Committees, as well as
Members’ attendance for the year ended December 31, 2017:

S/NO DIRECTORS BOARD BOARD BOARD RISK BOARD HUMAN BOARD BOARD BOARD AUDIT
DATE OF MEETINGS CREDIT MANAGEMENT RESOURCES REMUNERATION INFORMATION COMMITTEE
25-Jan-2017 COMMITTEE & TECHNOLOGY
26-Apr-2017 COMMITTEE COMMITTEE 23-Jan-2017
26-July-2017 24-Jan-2017 NOMINATIONS STRATEGY 24-Apr-2017
18-Oct-2017 25-Apr-2017 24-Jan-2017 COMMITTEE 25-Jan-2017 COMMITTEE 24-July-2017
25-July-2017 25-Apr-2017 16-Oct-2017
17-Oct-2017 25-July-2017 23-Jan-2017 24-Apr-2017
17-Oct-2017 16-Oct-2017
24-Apr-2017

24-July-2017

NUMBER OF MEETINGS 44 4 3 1 24
1 Mrs. O. A. Demuren1 4 N/A N/A N/A N/A N/A N/A
2 Mr.  J. K. O Agbaje  4 N/A
3 Mrs. C. N. Echeozo2 11 4 3 N/A 2 N/A
4 Mr. O. M. Agusto    44 N/A N/A
5 Mr. K. A. Adeola      44 N/A N/A N/A N/A N/A
6 Mr. I.  Hassan 44 N/A N/A
7 Mr. H. A. Oyinlola 4 N/A N/A 1 N/A 4
8 Ms. I. Akpofure 4 N/A 3
9 Mr. B. T. Soyoye 3 N/A 4 3 1 2 N/A
10 Mrs. V. O. Adefala3 1 N/A 4 3
11 Mr. A. A. Odeyemi 4 N/A 2 2 N/A N/A 4
12 Mrs. O. O. Omotola 4 N/A N/A N/A
13 Mr. A. Oyedeji 44 4 N/A N/A 1 N/A
14 Mr. H. Musa 44 4 3
15 Mr. J. M. Lawal4 32 N/A N/A N/A 1 4
N/A N/A
N/A N/A N/A N/A N/A

N/A N/A N/A

N/A 2 N/A

N/A N/A N/A

N/A N/A N/A

N/A N/A N/A

N/A 1 N/A

1 The Chairman is not a member of any Committee in compliance with the CBN Code which prohibits the chairman of the Board from being a member of any Committee;
2 Retired from the Board with effect from March 16, 2017, having served the maximum term for an Executive Director as prescribed by the Bank’s Code of Corporate Governance;
3 Did not attend any Committee Meeting during the December 31, 2017 financial year having been appointed to two Board Committees at the Board Meeting which held on October 16, 2017;
4 Was appointed to two Board Committees at the Board Meeting held on April 26, 2017.
N/A -Not Applicable

The Committee is required to meet quarterly and additional Board Appraisal
meetings are convened as the need arises.
In the Bank’s customary manner of imbibing the best
Tenure of Directors corporate governance practices, the Board engaged
an Independent Consultant, Ernst and Young LP, to
In order to ensure both continuity and injection of fresh carry out the annual Board and Directors appraisal for
ideas, the tenure for Non-Executive Directors is limited to a the 2017 financial year. The annual appraisal covered
maximum of three (3) terms of four (4) years each, i.e. twelve all aspects of the Board’s structure, composition,
(12) years whilst the maximum tenure for Independent responsibilities, processes, relationships, individual
Non-Executive Directors is limited to a maximum of two (2) members’ competencies and respective roles in the Board
terms of four (4) years each, i.e. eight (8) years. performance, as well as the Bank’s compliance status
with the provisions of the CBN and SEC Codes.
This is in compliance with the directives of the CBN Code.
The Annual Board and Director Review/Appraisal

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CORPORATE GOVERNANCE

Report for the 2017 financial year will be presented to updated with information as events occur.
shareholders at the 28th Annual General Meeting of the
Bank. The website also has an Investors Relations portal where
the Bank’s financial Reports and other relevant information
Shareholders about the Bank is published and made accessible to its
shareholders, stakeholders and the general public.
The General Meeting of the Bank is the highest decision
making body of the Bank. The Bank’s General Meetings are The main objective of the Bank’s Communication Policy
conducted in a transparent and fair manner. Shareholders is to support the Bank in achieving the overall goals
have the opportunity to express their opinions on the described in the Bank’s core values which strengthens
Bank’s financial results and other issues affecting the the Bank’s culture of transparency in pursuit of best
Bank. The Annual General Meetings are attended by corporate governance practices.
representatives of regulators such as the Central Bank
of Nigeria, the Securities and Exchange Commission, In order to reach its overall goal on information
The Nigerian Stock Exchange, the Corporate Affairs dissemination, the Bank is guided by the following
Commission as well as representatives of Shareholders’ principles:
Associations.
(i) Compliance with Rules and Regulations: The
The Bank has an Investors Relations Unit, which deals Bank complies with the legislation and codes of
directly with enquiries from shareholders and ensures corporate governance of the jurisdictions within
that Shareholders views are escalated to Management which it operates. These include the Banks
and the Board. In addition, quarterly, half-yearly and and other Financial Institutions Act (BOFIA),
annual financial results are published in widely read the Companies and Allied Matters Act (2004)
national newspapers. (CAMA), the codes of Corporate Governance
issued by the Central Bank of Nigeria as well as
The Bank ensures that institutional investors and the Securities and Exchange Commission, the
international holders of the Global Depositary Receipts United Kingdom Listing Authority (UKLA) (by
get frequent updates on the Bank’s progress via virtue of the listing of Global Depositary Receipts
interactive conference calls, local and international by the Bank on The London Stock Exchange in
investor presentations and meetings. These conference July 2007);
calls and investor meetings provide our investors with
direct access to senior and executive Management. (ii) Efficiency: The Bank uses modern
communication techniques in a timely manner
Protection of Shareholders Rights to convey its messages to its target groups.
Synergies are sought when it comes to using
The Board ensures the protection of the statutory and different communication channels. The Bank
general rights of shareholders at all times, particularly replies without unnecessary delay to information
their right to vote at general meetings. All shareholders requests by the media and the public;
are treated equally, regardless of volume of shareholding
or social status. (iii) Transparency: As an international financial
institution, the Bank strives in its communication
Communication Policy to be as transparent and open as possible while
taking into account the concept of confidentiality
The Board and Management of the Bank ensure that between the Bank and its customers and bank
communication and dissemination of information secrecy. This contributes to maintaining a high
regarding the operations and management of the Bank level of accountability;
to shareholders, stakeholders and the general public is
timely, accurate and continuous, to give a balanced and (iv) Pro-activity: The Bank proactively develops
fair view of the Bank’s financial and non-financial matters. contact with its target groups and identifies
Such information, which is in plain language, readable topics of possible mutual interest;
and understandable, is available on the Bank’s website,
http://www.gtbank.com. The website is constantly (v) Clarity: The Bank aims at clarity, i.e. to send

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CORPORATE GOVERNANCE

uniform and clear messages on key issues;

(vi) Cultural awareness: As an international The Bank meets the costs of independent professional
financial institution, the Bank operates in a advice obtained jointly or severally by a Director or
multicultural environment and accordingly Directors where such advice is necessary to enable
recognizes the need to be sensitive to the cultural the obligations imposed on an individual, through
peculiarities of its operating environment; membership of the Board, to be properly fulfilled.

(vii) Feedback: The Bank actively and regularly seeks Insider Trading and price sensitive information
feedback on its image and communication
activities both from the media as well as from its The Bank has in place a policy regarding trading in its
key target groups. This feedback is used to fine- shares by its Directors and employees on the terms and
tune communication activities. conditions similar to the standards set out by The Nigerian
Stock Exchange. The policy is periodically circulated on
Information Flow the Bank’s internal communication network (“Intranet”)
to serve as a reminder to staff of their obligations
It is the responsibility of Executive Management under the thereunder.
direction of the Board, to ensure that the Board receives
adequate information on a timely basis, about the Bank’s Directors, insiders and their related persons in possession
businesses and operations at appropriate intervals and in of confidential price sensitive information (“insider
an appropriate manner, to enable the Board carry out its information”) are prohibited from dealing with the
duties. securities of the Bank where such would amount to
insider trading. Directors, insiders and related parties are
The Company Secretary prohibited from disposing, selling, buying or transferring
their shares in the Bank during a “lock up” period
The Company Secretary provides a point of reference commencing from the date of receipt of such insider
and support for all Directors. The Company Secretary information until such a period when the information is
also consults regularly with Directors to ensure that released to the public or any other period as defined by
they receive required information promptly. The Board the Bank from time to time.
may obtain information from external sources, such as
consultants and other advisers, if there is a need for In addition to the above, the Bank makes necessary
outside expertise, via the Company Secretary or directly. disclosure as required under Rule 111 of the Securities
and Exchange Commission (“SEC”) Rules and Regulations
The Company Secretary is also responsible for assisting which stipulates that Directors and top Management
the Board and Management in the implementation employees and other insiders of public companies shall
of the Code of Corporate Governance of the Bank, notify the SEC of any sale or purchase of shares in the
coordinating the orientation and training of new company, not later than forty-eight (48) hours after such
Directors and the continuous education of Non-Executive activity.
Directors, assisting the Chairman and Managing
Director to formulate an annual Board Plan and with The Directors of the Bank comply strictly with the laid
the administration of other strategic issues at the Board down procedure and policy regarding trading in the
level, organizing Board meetings and ensuring that the Bank’s shares.
minutes of Board meetings clearly and properly capture
Board discussions and decisions. Management Committees

Independent Advice These are Committees comprising senior management
staff of the Bank. The Committees are risk driven as
Independent professional advice is available, on request, they are basically set up to identify, analyze, synthesize
to all Directors at the Bank’s expense when such advice and make recommendations on risks arising from day
is required to enable a Member of the Board effectively to day activities of the Bank. They also ensure that risk
perform certain responsibilities. limits as contained in the Board and Regulatory policies
are complied with at all times. They provide inputs
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Guaranty Trust Bank Plc | 2017 Annual Report | 21

CORPORATE GOVERNANCE

for the respective Board Committees and also ensure the Bank complies fully with the Credit Policy Guide as
that recommendations of the Board Committees are laid down by the Board of Directors. The Committee
effectively and efficiently implemented. They meet as also provides inputs for the Board Credit Committee.
frequently as necessary to immediately take action and This Committee reviews and approves credit facilities
decisions within the confines of their powers. to individual obligors not exceeding an aggregate sum
to be determined by the Board from time to time. The
The standing Management Committees in the Bank are: Management Credit Committee is responsible for
• Management Risk Committee; reviewing and approving all credits that are above the
• Management Credit Committee; approval limit of the Managing Director as determined
• Criticized Assets Committee; by the Board. The Committee reviews the entire credit
• Assets and Liability Management Committee; portfolio of the Bank and conducts periodic assessment
• Information Technology (IT) Steering Committee; of the quality of risk assets in the Bank. It also ensures
• Information Technology (IT) Risk Management that adequate monitoring of credits is carried out. The
Committee meets weekly depending on the number of
Committee. credit applications to be considered.

Management Risk Committee The Secretary of the Committee is the Head of the Credit
Administration Unit of the Bank.
This Committee is responsible for regular analysis and
consideration of risks in the Bank. The Committee meets Criticized Assets Committee
from time to time and at least quarterly. However,
additional meetings may be held if required. The This Committee is responsible for the assessment of the
Committee reviews and analyses environmental issues risk asset portfolio of the Bank. It highlights the status
and policies impacting either directly or remotely on the of the Bank’s assets in line with the internal and external
Bank, brainstorms on such issues and recommends steps regulatory framework, and directs appropriate actions in
to be taken by the Bank. The Committee’s approach is respect of delinquent assets. The Committee ensures that
risk based. adequate provisions are taken in line with the regulatory
guidelines.
The Committee provides inputs for the Board Risk
Management Committee and also ensures that the Assets and Liability Management Committee
decisions and policies emanating from the Committee’s
meetings are implemented. This Committee is responsible for the management
of a variety of risks arising from the Bank’s business
The mandate of the Committee includes: including, market and liquidity risk management, loan to
deposit ratio analysis, cost of funds analysis, establishing
• The review of the effectiveness of GTBank’s overall guidelines for pricing on deposit and credit facilities,
risk management strategy at the enterprise level; exchange rate risks analysis, balance sheet structuring,
regulatory considerations and monitoring of the status
• The follow-up on management action plans based of implemented assets and liability strategies. The
on the status of implementation compiled by the members of the Committee include the Managing
Management Risk Committee; Director, Executive Directors, the Treasurer, the Head of
the Financial Control Group, the Chief Risk Officer as
• The identification and evaluation of new strategic well as a representative of the Assets and Liability
risks including corporate matters involving regulatory, Management Unit.
business development issues, etc., and the suitability
of mitigants; Information Technology (IT) Steering Committee

• The review of the enterprise risk scorecard and The Committee is responsible for assisting Management
determination of the risks to be escalated to the with the implementation of IT strategy approved by the
Board on a quarterly basis. Board. The roles and responsibilities of the Committee
include:
Management Credit Committee
Guaranty Trust Bank Plc | 2017 Annual Report | 22
This is the Committee responsible for ensuring that

#EnrichingLives

CORPORATE GOVERNANCE

1. Planning, Budgeting and Monitoring §§ Reviewing key IT risk and security issues relevant
to the Bank’s IT processes/systems.
§§ Review and approval of the Bank’s IT plan and
budget (short and long term). §§ Ensuring that the Bank complies with relevant
laws and regulations.
§§ Review IT performance against plans and
budgets and recommend changes, as required. Information Technology (IT) Risk Management
Committee
§§ Review, prioritization and approval of IT
investment initiatives. The Information Technology Risk Management
Committee is responsible for establishing standardised
§§ Establishment of a balance in approval of IT risk management practices and ensuring compliance,
overall IT investment portfolio in terms of risk, for institutionalising IT risk management in the Bank’s
return and strategy. operations at all levels; and identifying and implementing
cost effective solutions for IT risk mitigation. The
2. Ensuring Operational Excellence Committee is also responsible for the continuous
development of IT risk management expertise and
§§ Making recommendations to Management on ensuring that a proactive risk management approach
strategies for new technology and systems. is adopted throughout the Bank to drive competitive
advantage.
§§ Review and approval of changes to IT structure,
key accountabilities and practices. Monitoring Compliance with Corporate Governance
Chief Compliance Officer
§§ Ensuring project priorities and success measures
are clearly defined, and effectively monitored. The Chief Compliance Officer monitors compliance with
money laundering requirements and the implementation
§§ Conducting a review of exceptions and projects of the Corporate Governance Code of the Bank.
on selected basis.
The Company Secretary and the Chief Compliance
§§ Performing service catalogue reviews for Officer forward regular returns to the Central Bank of
continued strategic relevance. Nigeria on all whistle-blowing reports and corporate
governance breaches.
§§ Review and approval of current and future
technology architecture for the Bank. Whistle Blowing procedures

§§ Monitoring service levels, improvements and IT In line with the Bank’s commitment to instill the best
service delivery. corporate governance practices, the Bank has established
a whistle blowing procedure that ensures anonymity
§§ Assessing and improving the Bank’s overall IT for whistle-blowers. The Bank has two (2) hotlines and
competitiveness. a direct link in the Bank’s website provided for the
purpose of whistle-blowing. The hotline numbers are 01-
3. IT Risk Assurance 4480905 and 01- 4480906, and the Bank’s website is
www.gtbank.com.
§§ Review and approve governance, risk and
control framework. Internally, the Bank has a direct link on its Intranet for
dissemination of information, to enable members of
§§ Monitoring compliance with defined standards staff report all identified breaches of the Bank’s Code of
and agreed performance metrics. Corporate Governance.

§§ Ensuring that vulnerability assessments of new
technologies are performed.

§§ Reviewing and ensuring the effectiveness of the
IT Risk Management and Security plan.

§§ Ensuring the effectiveness of disaster recovery
plans and review reports on periodic disaster
recovery testing.

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CORPORATE GOVERNANCE

Code of Conduct is authorized to hold up to a specified percentage of
ordinary shares of the Bank for the benefit of eligible
The Bank has an internal Code of Professional Conduct employees of the Bank.
for Employees (the Bank’s Code) which all members of The scheme was established for the benefit of the Bank’s
staff subscribe to upon assumption of duties. Staff are staff as an incentive mechanism, by enabling eligible
also required to reaffirm their commitment to the Bank’s staff invest in ordinary shares of the Bank at a discount
Code annually. (the prevailing Net Assets Value (NAV)), and buying-back
their stock from the Bank at the market price, subject
All members of staff are expected to strive to maintain to attaining a determined length of service at the point
the highest standards of ethical conduct and integrity of disengagement from the Bank and proper conduct at
in all aspects of their professional life as contained in disengagement.
the Code of Professional Conduct which prescribes the
common ethical standards, policies and procedures of Internal Management Structure
the Bank relating to employee values. The Bank also has
a Code of Conduct for Directors. The Bank operates an internal management structure
where all officers are accountable for duties and
Human Resources Policy responsibilities attached to their respective offices and
there are clearly defined and acceptable lines of authority
The Human Resources policy of the Bank is contained in and responsibility.
the Directors’ Report on page 66 of this Annual Report.

Employee Share-ownership Scheme

The Bank has in place an employee share ownership
scheme called the Staff Investment Trust (SIT) scheme.
Under the Bank’s Articles of Association, the Scheme

#EnrichingLives Guaranty Trust Bank Plc | 2017 Annual Report | 24

SUBSIDIARY
GOVERNANCE

SUBSIDIARY GOVERNANCE

Subsidiary governance is an integral part of a company’s risk governance.
risk management framework. It provides the structure § Board Credit Committee (BCC) decides on requests
through which the performance objectives of the
subsidiaries are set, the means of achieving those for the extension of existing or new credit facilities
objectives are defined and the performance monitoring with a proposed aggregate exposure above a limit
conducted. fixed by the Board of Directors.
§ Board Asset and Liability Committee (BALC) oversees
GTBank’s governance strategy is implemented through a variety of risks arising from the Subsidiaries’ business
the establishment of systems and processes which will including market and liquidity risk management,
assure the Board that the subsidiaries reflect the same loan to deposit ratio analysis, cost of funds analysis,
values, ethics, control and processes as that of the parent establishing guidelines for pricing on deposit and
while remaining independent in the conduct of their credit facilities, exchange rate risks analysis, balance
business and abiding within the confines of local extant sheet structuring, regulatory considerations and
regulations. monitoring of the status of implemented assets and
liability strategies.

As at December 31, 2017, the Group had eight (8) Furthermore, the Subsidiary Boards and their respective
international banking subsidiaries and two (2) sub- Committees are responsible for creating, evaluating and
subsidiaries. The operations and management of these managing the subsidiaries throughout their lifecycles and
subsidiaries are monitored and controlled by GTBank Plc promoting best practice corporate governance standards.
as described below: Each of these Board Committees meet at least once per
quarter to review the affairs of the bank.
Oversight function

The International Banking Directorate is responsible
for the coordination and implementation of the Bank’s
international expansion strategy. It plays a pivotal role
in driving and monitoring the performance of existing
subsidiaries. In this respect, it performs an advisory role
to the subsidiaries’ senior management and serves as
an interface between the parent and its subsidiaries,
ensuring that synergies are derived between both parties.

Subsidiary Board Representation Local Board and Board Committees
GTBank Plc has controlling representation on the Board of
each subsidiary. The Board representatives are seasoned A minimum of two non-executive directors representing
professionals with high level of integrity and proven track GTBank Plc sit on the board/board committees of the
records in their respective fields. The Subsidiaries’ Board of subsidiaries. The Board Committees are responsible
Directors are responsible for the governance of the Bank for defining capital structure, approving appropriate
and accountable for creating and delivering sustainable risk management policies necessary for the effective
value through the management of the Subsidiaries. management of subsidiaries, providing advisory and
strategic guidance on the direction of the bank and
Subsidiary Board Committees suitable technology required to effectively dominate the
The Subsidiaries’ Board also exercises its oversight local markets.
responsibilities through four major committees as follows:
Guaranty Trust Bank Plc | 2017 Annual Report | 26
§ Board Audit Committee (BAC) reviews accounting
policies and practices, controls and procedures
established by management for compliance with
regulatory and financial reporting requirements.

§ Board Risk Management Committee (BRC) oversees
and advises the Board on risk-related matters and

#EnrichingLives

SUBSIDIARY GOVERNANCE

Management of Subsidiaries group of GTBank Plc to review all operational areas of
the offshore banks. This exercise is distinct from the daily
The bank appoints one of its Management staff to run operations audit carried out by the respective Internal
the subsidiary. This is achieved by appointing a staff from Audit units within the subsidiaries.
the parent company to act as the Managing Director of
the subsidiary. In addition, another management staff is Annual Risk Management Audit
seconded to act as a backup to the Managing Director This audit is carried out by the Credit Administration
and Head of Support and Operations Divisions within the unit in GTBank Plc. The areas of concentration during
bank. this audit include asset quality, loan performance, review
of security pledged, loan conformity with credit policy,
The objective is to ensure enculturation, adoption and documentation check and review of central liability
continuity of GTBank Plc values in the subsidiary. It is also report among others.
to ensure that the tried and tested approach to corporate Group Compliance Function
governance, systems and controls, technology, credit To ensure an effective and consistent compliance
approval processes and customer service excellence is culture across all entities, the Group Compliance team
applied in a seamless manner. determines the scope of parental oversight required
to manage compliance risk, promote awareness and
Existence of Group Co-ordination Unit implement industry best practices across our subsidiaries,
thereby affirming the group’s commitment to a zero
The business activities of GTBank Subsidiaries are tolerance for regulatory breach.
monitored through the Group Co-ordination unit of
GTBank Plc. The Unit is saddled with the responsibility Group Treasury Function
of monitoring the subsidiaries and addressing issues The Group Treasury function is responsible for providing
arising from their activities. The unit also prepares required guidance in optimizing the deployment of
monthly reports on the performance of the subsidiaries resources in the subsidiaries except GTBank UK. The key
and bi-annual risk management reports to the Board of focus is efficiency of the Balance Sheet. Monthly Assets
Directors of the bank. The performance of the unit is and Liabilities review meetings are held with the Group
assessed based on the extent to which the subsidiaries treasury team to create synergies and facilitate transfer
are effectively monitored and attended to. of knowledge, skills and competencies. The report is
presented to the Board Assets and Liabilities or Risk
Monthly Management Reporting Committee where applicable.

Subsidiaries furnish GTBank Plc with reports on their Group Information Security Assurance
business activities and operating environment on a The Group Information Security team is responsible
monthly basis. The reports cover the subsidiaries’ financial for rendering requisite guidance to subsidiaries on the
performance, risk assessment, regulatory activities security of their information assets and infrastructure.
among others. They conduct regular off-site and on site reviews of
the adequacy of the existing information security
Business Performance Review Session infrastructures in all the Subsidiaries. They also guide the
subsidiaries on all cybersecurity related issues.
The Managing Directors of the respective GTBank
Subsidiaries attend the quarterly Group Business External Auditors’ Report
Performance Review sessions during which their GTBank Plc conducts a review of the management letters
performance is analyzed and recommendations made provided by the subsidiaries’ auditors on completion
towards achieving continuous stability and improved of periodic audits. The objective is to ensure that all
profitability. This session also serves as a platform identified deficiencies are promptly corrected and
for sharing and dissemination of best practices and recommendations implemented in line with approved
information among the subsidiaries’ executives. best practices and local regulatory guidelines.

Annual System and Control Audit Guaranty Trust Bank Plc | 2017 Annual Report | 27
An annual audit is carried out by the system and control

#EnrichingLives

SUBSIDIARY GOVERNANCE Guaranty Trust Bank Plc

Group Compliance Function International Banking
Enterprise Risk Management Directorate

Function GTBank Ghana Ltd GTBank Gambia Ltd GTBank Liberia Ltd
Systems & Control Function 97.97% 77.81% 99.43%

Treasury Function GTBank Sierra Leone GTBank Cote GTBank UK Ltd
Information Security Ltd d’Ivoire Ltd 100.00%

Function 83.84% 100.00% GTBank Uganda Ltd
67.00%
Board Reporting Line GTBank Kenya Ltd GTBank Rwanda Ltd
70.00% 70.00%

GTBank Tanzania
Ltd

70.00%

#EnrichingLives Guaranty Trust Bank Plc | 2017 Annual Report | 28

SUSTAINBILITY
REPORT

SUSTAINBILITY REPORT

Introduction together budding, talented and recognised fashion
designers, brands and retail enterprises from across
At Guaranty Trust Bank, we are aware that profitability Nigeria and overseas to showcase the latest trends and
and sustainability are interconnected. Hence, we know products to a large and diverse audience of consumers,
that it is imperative to develop and continuously improve press and industry enthusiasts. The event was held on the
the framework in which we manage financial, social 11th and 12th of November, 2017.
and environmental risks. This is referred to as the triple
bottom line and is often referred to as profits, people and In our business investment and lending activities, GTBank
planet in the sphere of business sustainability. is aware of the need to advance economic growth and
development. We support the government’s efforts
In alignment with the United Nations Environmental to diversify the economy through active funding and
Program Financial Initiative, we strive to improve our investment in the real sector of the economy such as
understanding and management of these risks which may agriculture, manufacturing and power. Our exposure
affect the continuity of our business. This means taking in the Agriculture and Construction sectors grew by 12
the possible adverse environmental and social impact of percent and 11 percent respectively from December 2016
our operations and projects financed into consideration to 2017. Facilities granted were utilised for the purchase
as well as actively seeking opportunities that meet the of grains, development of an Aqua Feed Mill, plantation
needs of the present, without compromising the ability of expansions, construction of a fertilizer plant etc. These
future generations to meet their own needs. projects provide a means of livelihood, economic
empowerment and indirectly impact the development of
The 2017 Sustainability Report is a reflection of our the nation.
journey over the last six months and it highlights
various initiatives targeted at ensuring that we are an The Bank approved the integration of Environmental &
economically and financially sustainable organisation. The Social Risk Management (ESRM) into our credit approval
scope of our report covers the Marketplace, Community, process last year to ensure that our lending activities do
Environment, and workplace as well our scorecard in not have adverse environmental and social implications
the implementation of the Central Bank of Nigeria’s on the community. Over the review period we conducted
Sustainable Banking Principles. Further Due Diligence Assessment to 19 customers within
the Oil & Gas, Agriculture, Power Sector and select projects
Market Place with the objective of reviewing their E&S practices against
key national regulations and international best practices.
In the drive to continually provide financial services to the The customers were assessed under indices such as
under-banked and unbanked demography, we increased the existence of Environmental Management Plan,
the number of Agent Banking locations across Nigeria availability of necessary environmental-related permits,
from 39 to 45 in the second half of the year. Through waste management practices, Community Development
these locations we opened over 240,000 accounts. We Initiatives in their host communities. As at the end of the
have continued to develop other services under the Financial Year we had conducted Assessments for NGN
‘Bank 737’ with the aim of providing simple but effective 603.77Bn which accounts for 73 percent of facilities
financial services to a diverse demography in the urban which require a further Due Diligence Assessment. We
and grassroots locations. also developed 72 Action Plans under areas of concern
and we will monitor same throughout the lifecycle of the
To support our strategic intent and also drive growth projects.
and economic development, we continue to provide
various tailored services to Small and Medium Businesses Community
in Nigeria. Our SME Market Hub provides a platform for As part of our commitment to enriching lives, GTBank
businesses to showcase their products and e-payment actively embarks on Community Development Initiatives,
solutions tailored to meet their business needs. To further to reward our customers and also empower the
reaffirm our commitment and belief in SMEs as a major communities we operate in. During the second half
tool for unlocking national economic growth, of the year, the bank executed various projects which
revolves around Education/Literacy, Healthcare, Arts and
GTBank hosted the Fashion Weekend which brought Women’s Economic Empowerment.

#EnrichingLives Guaranty Trust Bank Plc | 2017 Annual Report | 30

SUSTAINBILITY REPORT

The table below provides an overview of some of the projects executed by the bank. These are discussed in
detail in the CSR Section of the Financials:

Area of Focus Project Description Beneficiaries
Arts
An Art workshop for young artists to learn from more experienced 72 participants per
Education
artists. workshop
Healthcare
A free online Art Gallery created to support the arts in Africa. 57 Artists
Sports/Youth
Development GTBank works with the Tate Gallery to promote the value of Afri- An Estimated 5.8 Mil-
Women Eco- can Artists and Art at local and international levels by bringing the lion visits per year
nomic Empow- work of African Artists before an International audience.
erment
Artmosphere, an on-the-spot creation of art inspired by Yinka 440 participants; 4.6
Shonibare’s Wind Sculpture Victoria Island which had been on Million visits per year.
display at the Ndubuisi Kanu Park, Ikeja, Lagos

You Read Initiative: An initiative to increase reading among Afri- An average of 140
cans and promote adult literacy. readers daily.

Book N Gauge: A series of Book readings in accessible spaces to 200 participants/
promote the African reading culture. month

Adopt-A-School: This is a child focused programme introduced by 2,100 Children
the bank in 2004, to improve the quality of public education avail-
able to the Nigerian child.

GTBank staff volunteer to teach Financial Literacy skills to second- 2,816 students trained

ary school students annually on Financial literacy day. on savings

GTBank Donates a monetary sum of N150,000.00 to 72 different 72 undergraduates
students as a scholarship contribution every year.

An annual seminar to raise awareness for Autism and how to live 207 people received
with it. free consultation on
Autism related issues.

A day of walking and cycling to raise awareness for Autism. 120 participants

Working with St Kizito Clinic, the bank provided extensive assis- 70,000 patients/year
tance to pregnant women living with HIV.

GTBank provided uninterrupted power supply for the Niger-wives
Braille Book production centre to support the production of braille
books for visually impaired children of primary and secondary
schools.

Principals Cup for public secondary schools in Lagos and Ogun 61,000 youths
State.

GTBank Masters Cup: An annual football tournament for private 8,000 youths
secondary schools in Lagos State.

An annual football training camp for the best football players of all 40 Players participated
tournaments.

The bank sponsored the She Leads Africa Accelerator Programme 19 Female entrepre-
which helps young female entrepreneurs acquire basic business neurs
skills and grow their business.

Through our various projects which primarily focuses on Arts, Education, Healthcare and Youth Development, GTBank has
positively affected the lives of thousands of Nigerians in various communities across the country. We will continue to explore
opportunities to positively impact the lives of all our stakeholders.

#EnrichingLives Guaranty Trust Bank Plc | 2017 Annual Report | 31

SUSTAINABILITY REPORT

Environment and Ghana, and our legal team. To reach a wider group,
we developed an online module of the training to replicate
As part of our drive to become a more sustainable financial the training bankwide. 333 employees had completed
institution, GTBank tracks its environmental impact by the course as at the end of the financial year. We also
monitoring its carbon footprints through active tracking participated in the quarterly Sustainability Champions
of its energy and paper usage as a Bank. Although Meeting with other E&S officers in the industry where
our paper consumption increased during the reporting they were trained on Carbon Measurement.
year 5.5 percent, our diesel consumption reduced by For the total staff complement, we provided training on
8 percent. We also developed a methodology using subject matters ranging from Corporate Governance
online resources and a formula to calculate our carbon to Risk Management while continuous awareness on
emissions based on our electricity use. various health related issues via “Wellness Wednesdays”
was circulated on the intranet and education on personal
As a result of this, fuel consumed by our vehicles was finance management via the “Finance Fridays” series.
moderate during the year. This was attributed to our The bank conducted the Anti-Money Laundering and
resource sharing of our vehicle assets in a centralized Combating Terrorist Financing Training during the year
pool system and reduced travels by conducting meetings under review. This was completed by 93% of our staff
via video conferencing. complement.

The scope of the Bank’s Whistle Blowing Policy covers In 2017, a total of 148 employees joined the workforce
environmental and social incidents relating to Health across 23 states. In line with GTBank’s continuous
and Safety risks to the public and damage to the commitment to gender equality and women economic
environment. When these are reported via our Whistle empowerment, the ratio of women in the employment
Blowing Platform, the bank takes steps to investigate and of the Bank remained stable at 45 percent while that of
resolve complaints of this category. We did not receive women in the Senior Management positions remained
any complaints related to the adverse environmental stable at 37 percent.
impact of our branches or lending activities during the
reporting year. Assessment against the Nigerian Sustainable
Banking Principles (NSBP):
Also in our drive to become a more environmentally
responsible organisation, we developed and commenced GTBank committed to the Nigerian Sustainable Banking
the use of a tool to track our water and waste disposal Principles in 2012 along with all banks, discount houses
as a bank. Select branches are being monitored in the and development finance institutions in Nigeria. The
pilot phase and we intend to deploy this bankwide upon nine principles were developed by the Central Bank
satisfactory testing. of Nigeria and the Bankers’ Committee to integrate
sustainability banking policies and practices across the
Workplace Nigerian banking landscape. The principles are tailored
to the Sustainable Development Goals which replaced
At GTBank, we continuously enhance the skills of our the Millennium Development Goals in 2015.
workforce both internally and through specialized
trainings. During the reporting year, our E&S Team in Over the last two years, we have made significant
collaboration with the International Finance Corporation progress of integrating sustainability into our operating
(IFC) facilitated a training on Environmental & Social Risk model. The table below highlights our progress made in
Management for Relationship Managers in our Corporate 2017 across the 9 principles.
Bank, Risk Management Professionals from both Nigeria

#EnrichingLives Guaranty Trust Bank Plc | 2017 Annual Report | 32

SUSTAINBILITY REPORT

NSBP DEFINITION PROGRESS UPDATE
PRINCIPLES
Principle 1 Our Business • We modified the checklists and scoring template used to assess
Principle 2 the Environmental & Social risks inherent in the Oil & Gas, Power,
Activities: and Agriculture sector and developed a generic Impact Assessment
Principle 3 checklist to assess risks inherent in other sectors.
Environmental & Social
We designed a template to track and monitor Action Plans developed
Risk Management: for customers.

Integration of As at the end of the financial year, we had conducted Due Diligence
environmental and social • Assessment for 73 percent of eligible customer and developed 72
Action Plans.
consideration into our During the review period, GTBank developed a methodology using
online tools from the Greenhouse Gas Protocol and information
lending activities. • provided from business supporting units to calculate our carbon
emissions from electricity consumption.
Our Business •
We also developed a template to calculate the amount of water
Operations: consumed and waste generated by the bank. We commenced a pilot
to test the template on a select number of branches. This would be
Environmental & Social replicated to other branches in phases in the next financial year.

Footprint. Avoidance of

the negative impact of
our Business Operations. •

• The bank’s use of fossil fuels was moderate during the year. This is
attributed to adherence to shut down time and using a carpool
resource for managing our vehicles.

• Business Trips decreased in the second half of the year over by an
estimated 10 percent. This is attributed to the use of Skype to conduct
meetings instead of conventional travel for meetings.

• The Bank presently has 5 Main Branches, 5 e-branches and 17 offsite

locations which are powered by a hybrid of solar and conventional

energy supply (Grid and Diesel Generators). These branches have

ATMs and Communication devices powered by solar panels.

Human Rights: Respect • We have espoused human rights in our business operations and

for the rights of all in activities, as well as dealing with employees and host communities.

Business Operations. • GTBank is an equal opportunity employer and does not discriminate

on the basis of race, ethnicity, religion, disability nor marital status in

its recruitment and promotion exercises.

• We maintain a grievance mechanism channel for our employees,
customers and other stakeholders to channel their complaints about
projects, branch operations, products etc.

• The bank ensures that lending activities is screened against the
exclusion list which covers issues relating to child and forced labour.

#EnrichingLives Guaranty Trust Bank Plc | 2017 Annual Report | 33

SUSTAINABILITY REPORT

Principle 4 Women’s Economic • The female gender remained 45 percent of the staff strength during
Principle 5
Principle 6 Empowerment: the reporting year.
Principle 7
Promote economic • We observed a significant increase of about 79 percent in the
empowerment through expenditure on capacity building for Women Employees in the second
a gender inclusive half of the year.
workplace culture and

provide products and • We sponsored 19 female entrepreneurs under an accelerator program
services for women. that seeks to empower women in Africa during the year under review.

Financial Inclusion: • The number of Agent Banking locations which offer banking

Promotion of financial services to the unbanked and under-banked demography

inclusion and provision increased by 6. We were able to open 246,707 accounts through

of financial services these locations.

to individuals and
communities that have • During the year under review, the bank conducted a Financial
Literacy day and taught Financial Literacy Skills to Secondary
limited or no access
School Students across Nigeria. 2,816 students were trained
to the formal financial
on savings culture; the Bank also provided scholarships for 4
sector.
students who won the financial literacy competition.

E&S Governance: • The bank has developed an E&S governance and structure that

Implementation of supports our strategy. This is clearly defined in our Sustainability

a transparent E&S and ESRM Policy.

governance practices • We provide updates on GTBank’s Sustainability strategy to the
within the institution Board Risk Committee on a quarterly basis.
and assess the E&S

governance of our • We are able to glean the E&S Governance structure of our
clients. companies

Capacity Building: • We conducted a 2 day training on Environmental and Social Risk

Development of capacity Management in collaboration with the IFC for employees in Corporate

to identify, assess and Bank Teams, Risk Management and Legal.

manage E&S risks and • The Bank participated in a training on Carbon Measurement and
opportunities associated Management Training.
with the bank’s business

activities and operations • Desktop walkthrough on Environmental & Social Risk Management

for Executive Trainees on job rotation was conducting on an ongoing

basis.

• The E&S Team developed presentation slides during the review period.
They were learning points for assessing E&S Risks in the Oil & Gas
Industry as well as key regulations and relevant permits.

• An ESRM online training was conducted in collaboration with Human
Resources.

#EnrichingLives Guaranty Trust Bank Plc | 2017 Annual Report | 34

SUSTAINBILITY REPORT

Principle 8 Collaborative • The Bank remains a member of the network of Sustainability
Principle 9 Partnerships: Champions for all members of Sustainable Bankers in Nigeria.

Collaboration across the We are presently partnering with the Africa Agriculture and Trade
sector and leveraging on • Investment Fund to provide funding for agriculture related projects in
Nigeria.
international partnerships
The Bank reports twice yearly to the Central Bank on the implementation
and move the financial of the Nigerian Sustainable Banking Principles.

sector as one and We also provide periodic updates to the IFC, PROPARCO and DEG
on the integration Environmental and Social Risk Management in the
ensure consistency with Bank’s framework.

international standards.

Reporting: Regularly •

review and report our

progress in meeting the •

principles/

#EnrichingLives Guaranty Trust Bank Plc | 2017 Annual Report | 35

COMPLAINTS AND
FEEDBACK

COMPLAINTS AND FEEDBACK

Introduction §§ One-on-one focus/ business review meetings with
customers;
At Guaranty Trust Bank plc (“the Bank”), our vision is to
deliver the utmost in customer service. We understand §§ Business review sessions/ Interviews with randomly
the importance of our customers’ satisfaction to picked customers.
the achievement of our set goals. Hence, we have
incorporated the ‘treating customers fairly’ principles §§ Our ‘Call the MD’ sessions
into our business strategy to enable us deliver on our
promises to our stakeholders. Complaints Handling and Resolution Structure
The Bank is committed to effective complaint handling
We recognize that customer feedback is an important tool and values feedback through complaints if and when they
in monitoring and responding to customer expectations arise. The complaints and feedback structure ensures the
hence we continued to embed good conduct practice prompt resolution of customers’ complaints.
across our business, with a range of initiatives to further
improve the service and experience we offer to customers. The Complaints Unit of the Bank is charged with the
In a bid to improve our products and services, we responsibility for receipt, prompt investigation and
analyze data and feedback received to identify recurring resolution of customers’ complaints. It also serves as the
issues. The information gathered is used for detailed liaison between the Bank and its customers as well as
analysis which is reviewed by the relevant stakeholders regulatory authorities.
for learning purposes and to prevent a reoccurrence of
identified issues. Complaints received are given a unique identifier
number for tracking purposes, acknowledged and
The Feedback Channels/ Customer Touch points addressed promptly. Where a resolution can be provided
immediately, the customer is provided with feedback, if
We value the feedback provided by our customers, as not, the issue raised is referred to the appropriate team
such the following channels/touch points are available to in the Bank for prompt resolution. The customer is kept
encourage our customers’ interaction with the Bank: informed throughout the process until final feedback is
§§ The Complaints received via emails, letters and the provided and resolution attained. The complaint is then
marked as closed.
portal on the Bank’s website;
§§ GTConnect (our 24 hours self-service interactive The complaints handling process is reviewed periodically
and complaints received are categorised and reviewed
call center); properly with the aim of enhancing the Bank’s delivery of
§§ Social Media feedback platform; efficient and effective services.
The Bank ensures that complaints are dealt with in an
equitable, objective and unbiased manner. We also
§§ The Customer Information Service desk at any of endeavor to align our procedures with regulatory
requirements and international best practice in a bid to
our branches; ensure that the complaint handling process is fair and
§§ The Whistle Blowing portal on the Bank’s website. reasonable.

Customers’ opinion on products, services and Reports to the Central Bank of Nigeria
processes
In line with the Central Bank of Nigeria (CBN) uidelines
The Bank constantly evaluates valuable insights provided on resolution of customers’ complaints, the Bank provides
by customers and other stakeholders on our products, periodic reports to the CBN.
services and policies in order to improve the business,
products and overall customer experience.

The review and evaluation is conducted using various
methods including:
§§ Customer feedback survey on the Bank’s website,

in-branch and on Internet banking Application;

#EnrichingLives Guaranty Trust Bank Plc | 2017 Annual Report | 37

COMPLAINTS AND FEEDBACK

Below is a breakdown of Complaints received and resolved by the Bank between January and December 2017 pursuant
to CBN circular dated August 16, 2011:

Description Number Amount Claimed Amount Refunded
2017
(N’000) (N’000)
150
   2016 2017 2016 2017 2016
114
1 Pending Complaints brought 926,590 876,776 --
forward from prior year

2 Received Complaints 371,159 6,047 602,180 557,585  - - 

3 Resolved Complaints * 371,203 6,011 675,605 507,771 455,409 328,921

4 Unresolved Complaints escalated -  -   - -  -   -
to CBN for intervention

5 Unresolved Complaints pending 106 150 853,165 926,590 -   -
with the Bank carried forward **

* The huge increase in Complaints is as a result of the introduction of a new Complaints Management Application which ensures customers Complaints/feedback are

properly captured; Refund of 314, 235 and 34,023 customers for Current Account Maintenance fee and Token refund fee respectively in April and December 2017.

** Some of the outstanding complaints include complaints on loans and facilities availed by the Bank, excess charges etc

The table below show Complaints received and resolved by the Bank in other currencies for the year ended December
2017 and December 2016 respectively.

RECEIVED COMPLAINTS (Per Currency) Amount Claimed 2016
Currency 2017 $115,594

   $96,643 £7,909
1 United States Dollars £13,601 € 39,516
€ 6,890
2 Great Britain Pounds
3 Euros

RESOLVED COMPLAINTS (Per Currency) Amount Claimed Amount Refunded
Currency
2017 2016 2017 2016
   $97,221 $116,494 $52,231 $96,727
1 United States Dollars £13,601 £13,450
2 Great Britain Pounds € 6,890 £7,909 € 2,620 £3,099
3 Euros € 39,516 € 22,012

UNRESOLVED COMPLAINTS (Per Currency) Amount Claimed 2016
$578
Currency 2017
  $0 £0
1 United States Dollars £0 €0
2 Great Britain Pounds €0
3 Euros

#EnrichingLives Guaranty Trust Bank Plc | 2017 Annual Report | 38

AML/CFT
FRAMEWORK

AML/CFT FRAMEWORK

Anti-Money laundering and combating the compliance with its regulatory obligations. The reports
Financing of Terrorism (AML/CFT) framework also ensures that Directors and senior management are
kept abreast on current trends and developments in the
At Guaranty Trust Bank plc (“The Bank”), we are financial industry, particularly in the area of AML/CFT risk
completely committed to the fight against all forms of management.
financial crime, which includes, money laundering and
terrorist financing. To this end, the Bank has continually (iii) Know Your Customer (KYC) procedures:
implemented a framework for Anti-Money Laundering A duly completed account opening form and the provision
(“AML”), Combating the Financing of Terrorism (“CFT”) of identification and other relevant information and
and the prevention of the financing and proliferation of documents are the foundation/bedrock for on-boarding
weapons of mass destruction. a customer in the Bank. Customer Due Diligence (CDD) is
conducted prior to entering into any banking relationship
The framework, ensures compliance with AML/CFT with a customer. This includes at a minimum, identity and
legislation and regulations in Nigeria and has incorporated address verification as well as ascertaining the source of
the leading best practices including, but not limited to the income and wealth of the customer.
Financial Action Task Force (FATF) 40 Recommendations.
Enhanced Due Diligence (EDD) is conducted on high risk
Structure of the framework customers including politically exposed persons (PEPs).
The approval of senior management and Compliance
Policies and procedural guidelines have been developed is required prior to the commencement of banking
by the Bank and are regularly reviewed/revised to ensure relationship with such high risk customers.
that they stay relevant and current and are in line with the
evolving regulatory requirements and leading practices. The Bank takes requisite and regulatory measures when
embarking on relationships with Designated Non-
The Bank has moved away from a “rule based and tick Financial Businesses and Professionals (DNFBPs) and other
box” approach for combating financial crime risk, to prescribed businesses, due to their perceived risk and in
a risk based approach. Thus, the Bank identifies and compliance with regulatory requirements.
assesses the risks from a proactive stance and allocates
the requisite resources which center around systems and As part of the Bank’s KYC and CDD procedures,
controls to manage these risks. identification documents are requested and obtained to
confirm the ultimate beneficial owners of a business and
Scope of the framework the organization’s control and structure.

The scope of the Bank’s AML/CFT framework includes the The Bank as part of its regulatory requirements from the
following: CBN, made it mandatory for customers to acquire a Bank
Verification Number (BVN) to transact on their accounts
(i) Board and Management responsibilities: and have access to loans and purchase of foreign
The Board of Directors of the Bank has oversight exchange.
responsibilities for the AML/CFT framework. The Board
ensures that the Bank’s Management and all employees (iv) Transaction Monitoring:
conform strictly with all regulatory and internal procedures Transaction monitoring occurs on a manual and
relating to AML/CFT and that the Bank maintains a zero automated basis. The former is performed by all members
tolerance to regulatory infraction. In accordance with of staff, who are regularly provided with red flags to look
AML/CFT global best practice, the “tone is set from the out for and the latter resides within the Compliance Unit.
top”. All members of staff are aware of the fact that suspicious
activities/ transactions should immediately be referred to
(ii) Reports to Senior Management and the Board: the Compliance Unit.
AML & CFT reports are submitted monthly and quarterly
to senior management and the Board respectively. These To properly monitor transactions passing through the
reports provide the Board and senior management Bank’s systems, the SAS AML tool, has been fully deployed
with information to enable them assess the Bank’s in the Bank, providing an advancement in the means by

#EnrichingLives Guaranty Trust Bank Plc | 2017 Annual Report | 40

AML/CFT FRAMEWORK

which transactions are monitored and investigated. names of individuals and organizations who have or plan
to enter a business relationship or carry out a transaction
(v) Transaction Reporting: with/through the Bank against the Bank’s internal watch
Regulatory and statutory requirements provide that list.
certain reports and returns are made to regulatory bodies.
In Nigeria, the Nigerian Financial Intelligence Unit (NFIU) The internal watch list contains amongst others, the names
is the agency charged with the responsibility of receiving of individuals and entities, who have been blacklisted by
the following core transaction based reports: various sanctions bodies. Employees are required, as part
§§ Currency Transaction Report (CTR) of the Bank’s policy, to refrain from any relationship and/
§§ Foreign Currency Transaction Report (FTR) or transaction which yield a true or positive match and
§§ Suspicious Transaction Report (STR) follow the escalation procedure. Sanctions screening is
done at account opening and on a real time basis for all
The Bank renders reports to the NFIU and the Central SWIFT transactions.
Bank of Nigeria (CBN) in accordance with the provisions
of sections 2, 6 and 10 of the Money Laundering (viii) Politically Exposed Persons (PEPs)
(Prohibition) Act of 2011 as amended (“the Act”). PEPs are individuals who are or have been entrusted
with prominent public functions and people or entities
Section 2 of the Act provides that financial institutions associated with them. Enhanced due diligence measures
must submit a report on all international transfer of funds are applied to PEPs, as with other high risk customers to
and securities of a sum exceeding ten thousand dollars mitigate the AML/CFT risk they pose. This is to ensure
($10,000) or its equivalent in other foreign currencies. that the Bank is not unknowingly supporting fraudulent
activities such as money laundering and/or the financing
Section 6 of the Act provides that a financial institution of terrorism.
must submit a report on all unusual and suspicious
transactions. In line with FATF’s recommendation, the Bank employs the
use of an automated monitoring tool in identifying and
Section 10 of the Act provides that any lodgment or monitoring PEP transactions. This is achieved through the
transfer of funds in excess of N5 million and above for thorough review of information provided by customers
individuals and N10 million and above for corporate and their transaction trends.
customers must be reported.
Establishment of new accounts for PEPs as well as
(vi) Relationship with Regulators and Law continuity of such accounts (for those already existing
Enforcement Agencies: in the system) is subject to the approval of an Executive
The Bank understands that part of its corporate and Director and the Compliance Unit.
social responsibility is to cooperate with law enforcement
agencies in the fight against financial crime. To this end, (ix) AML/CFT principles for Correspondent
the Bank maintains a cordial and supportive relationship Banking:
with all regulatory and law enforcement agencies. The The Bank only enters into and maintains correspondent
Bank promptly complies with all requests made, pursuant banking relationships with financial institutions that
to the law, and provides information to regulators have implemented sufficient AML/CFT policies and
including the NFIU, the CBN and other relevant agencies. procedures. The Bank does not enter into any form of
The Bank is also at the forefront of cooperating with relationships with shell banks nor maintain any payable
regulators to give feedback on new regulations and through accounts. The Bank ensures that due diligence
means to mitigate the risks that are being encountered in is performed annually on our correspondent relationships
the financial industry brought on by new innovations and to avoid AML/CFT risks.
developing trends.
(x) AML/CFT Training:
(vii) Sanctions Compliance Management: The Bank as a policy, places a high premium on the
The Bank as a policy, does not enter into any relationship training of its employees. Trainings are carried out to
with sanctioned individuals/entities. All employees, ensure employees are well informed about the AML/
as applicable to their functions, are required to screen CFT laws, KYC principles and other AML/CFT related

#EnrichingLives Guaranty Trust Bank Plc | 2017 Annual Report | 41

AML/CFT FRAMEWORK

information. Annual Compliance training is mandatory
for all members of staff, including Senior Management
and Directors. Trainings are done via e-learning or face
to face media. Ad hoc training also takes place by way
of the dissemination of topical national and international
findings to employees.

(xi) AML/CFT Audits:
In order to adhere to regulations and to ensure an ever
evolving fit for use Compliance function, internal audit
of the AML/CFT function is conducted on a quarterly
basis. The purpose of the audit is to test the adequacy
of the AML/CFT functions, and ensure that the AML/CFT
measures put in place by the Bank are effective.

The report and findings of the audit are circulated to
various levels of senior management. A follow-up to the
audits takes place to ensure that the relevant issues are
closed out and highlighted recommendations have been
implemented.

(xii) Record Retention:
As provided for within the “Act”, customer identification
documents are retained throughout the life of the
account and for five (5) years after the cessation of the
banking relationship, except in cases of litigation and/
or regulatory investigations. In the case of the latter, the
records will be kept for as long as they are required.

(xiii) Subsidiaries:
In compliance with international best practice, the Bank
ensures that its foreign subsidiaries AML/CFT provisions
are consistent with the Bank’s framework which is based
on global best practices. These measures are applied
to the extent that the respective subsidiary’s local laws
and regulations permit; however, where there are
discrepancies the stricter will always apply.

Greater collaboration has been fostered and control
measures taken based on the current international
best practices, this is to ensure that all our subsidiaries
maintain the highest standard for AML/CFT controls.

#EnrichingLives Guaranty Trust Bank Plc | 2017 Annual Report | 42

INTERNAL CONTROL
& RISK MANAGEMENT
SYSTEM

#EnrichingLives Guaranty Trust Bank Plc | 2017 Annual Report | 43

INTERNAL CONTROL & RISK MANAGEMENT SYSTEMS

Internal control and Risk Management Systems in control systems. They ensure proper books of accounts
relation to the financial reporting are kept and accounting policies are in conformity with:
International Financial Reporting Standards; Prudential
Guaranty Trust Bank’s internal control and risk Management Guidelines for licensed Banks; Circulars issued by the
systems ensure that material errors or inconsistencies in Central Bank of Nigeria; The requirements of the Banks and
the financial statements are identified and corrected. The Other Financial Institutions Act; and The requirements of
Bank’s internal control framework is patterned after the the Companies and Allied Matters Act.
Committee of Sponsoring Organizations of the Treadway
Commission’s (COSO) Framework. Risk Assessment

COSO defines internal control as “a process effected by The Board and Senior Management regularly assess the
an entity’s Board of Directors, Management and other risks the Bank is exposed to, including risks relating to
personnel, to provide reasonable assurance regarding financial reporting. Management Committees meets on
the achievement of objectives” in three categories-- a regular basis to assess the credit, market, interest rates,
effectiveness and efficiency of operations; reliability of liquidity, legal and reputational risks facing the bank.
financial reporting; and compliance with applicable laws Senior Management also regularly considers whether the
and regulations. The scope of internal control therefore existing internal controls are effective in relation to the risks
extends to policies, plans, procedures, processes, systems, identified in the financial reporting process.
activities, functions, projects, initiatives, and endeavors of
all types at all levels of the Bank. The Board also assesses the effectiveness of the Bank’s
internal control over financial reporting on an ongoing basis
The internal control and risk Management systems comprise and specifically at mid-year and year end. The Management
the following area letter issued by the external auditors which contains the
auditors’ observations on the control environment in the
§§ Control Environment Bank is discussed at the Audit Committee meetings.
§§ Risk Assessment
§§ Control Activities Control Activities
§§ Information and Communication
§§ Monitoring Control activities are an integral part of the Bank’s day to
day operations. Senior Management has set up control
Control Environment structure to ensure control activities are defined at every
business area.
The Bank has three Board Committees (Board Risk
Committee, Board Credit Committee and Board Audit Examples of the Bank’s control activities include the
Committee) that have oversight function on the Bank’s Risk following;
Management Processes. The Committees are responsible for
setting risk Management policies that ensure material risks Top Management Reviews
inherent in the Bank’s business are identified and mitigated § Internal Audit Reports eliciting control weaknesses are
or controlled. The Bank also has an Audit Committee which
is made up of three shareholders’ representatives and presented periodically to Management and Board Audit
three Non- Executive Directors; one of the shareholders’ Committee.
representatives is the Chairman. The Audit Committee § Preparation of financial statements on a daily basis for
is therefore independent. Its oversight functions include Management review.
among others, ensuring that quality accounting policies, § Monthly and quarterly profitability review, where the
internal controls, independent and objective statutory Bank’s financial performance is reviewed and compared
auditors are in place to prevent and detect fraud and with set budgets. Quarterly reports of the Chief Risk
material errors in financial reporting. Officer to the Board, eliciting the existing and potential
risks facing the Bank and the mitigants deployed.
The Bank’s Management committees are responsible for
implementing risk Management policies set out by the
Board. They are also responsible for setting internal control
policies and monitoring the effectiveness of the internal

#EnrichingLives Guaranty Trust Bank Plc | 2017 Annual Report | 44

INTERNAL CONTROL & RISK MANAGEMENT SYSTEMS

Activity Control Information and Communication/ Monitoring

Control functions are embedded within each business The Bank’s Management understands the need for a
area for self-checking of activities within the areas (for timely, reliable and accurate information flow within
instance, transactions call over for timely detection of the Bank, for effective decision making and enhanced
errors is carried out by all posting units). financial reporting. Every activity of the Bank is codified
in the Bank’s standard operating procedure (SOP), which
Physical Controls outlines the process flow and specifies the duties and
There are policies guiding access to the Bank’s physical responsibilities of every officer in relation to the activity.
and financial assets, including dual custody, use of The SOP further highlights requirement for reporting,
overrides etc. the frequency of reporting as well as those within the
organization to whom the report would be directed to.
Compliance with Limits The following are some of the generic internal reports
The Bank sets internal limits guiding its trading book used by Management for decision making and monitoring
activities, liquidity and interest rate gaps, credit purposes:
concentration limits. The limits are monitored on a daily
basis by an independent unit outside the business areas. §§ FINSTAT- Financial Statements Report
§§ BPR- Business Performance Review Report
Approval and Authorisation Limits §§ MPR- Monthly Profitability Report
§§ There are segregation of duties; no officer can start §§ Liquidity Ratio Report
§§ OPR - Operations Performance Report
and conclude transactions §§ APR- Account Profitability Report
§§ Limits exist for credit and expense approvals. §§ ECR- Expense Control Report
§§ CAC- Criticized Asset Committee Report
Transactions are approved at appropriate levels. §§ CLR- Criticized Loans Report
§§ ALCO- Asset and Liability Committee Report
Verifications and Reconciliations §§ Overdraft Efficiency Report
All internal ledgers are regularly proofed and reconciled;
exception reports are generated.

Whistle Blowing
The Bank has instituted a strong whistle blowing culture
among staff and also created awareness among its
stakeholders. The whistle blowing platform is accessible
to all and the aim is primarily to ensure that all cases
of irregularities are made known and addressed by the
Bank.

#EnrichingLives Guaranty Trust Bank Plc | 2017 Annual Report | 45

CHAIRMAN’S
STATEMENT

Chairman’s Statement

BUILDING FOR
THE FUTURE

MRS. OSARETIN DEMUREN

47 | Guaranty Trust Bank Plc | 2017 Annual Report #EnrichingLives

CHAIRMAN’S STATEMENT

Distinguished Shareholders, Members of the Board of which facilitated imports and gradually revived economic
Directors, Ladies and Gentlemen, welcome to the 28th activities, headline inflation began to moderate as prices
Annual General Meeting of our Bank of imported items and factor inputs fell.

In line with the dictates of my office, I will give an In February 2017, the federal government successfully
overview of the macroeconomic environment, outline issued a $1.5bn sovereign Eurobond to finance capital
some of our major achievements in the course of the year projects while a rise in crude oil price and boost in crude
and conclude with our outlook for 2018. oil production resulted in improved oil export earnings,
which boosted foreign reserves and further strengthened
Ladies and Gentlemen, it is my pleasure to report to you the capacity of the CBN to defend the local currency.
that in spite of the challenging economic environment, Another positive development was the introduction of
we strengthened our leadership position in all the market the Importers & Exporters (I&E) window, otherwise known
segments and economies we operate, grew revenue and as the NAFEX market in April. The commencement of
recorded a significant increase in our customer base. We the NAFEX market coupled with high yield on treasury
achieved all of these by remaining nimble, investing in bills helped attract foreign portfolio investors resulting
our digital capabilities to improve service delivery and in further improvement in FX liquidity. As a result of
expanding the scope of the value that we offer to our the improvement in the FX situation, headline inflation
customers and communities. Indeed, our achievements further moderated while exchange rates at the parallel
were only made possible by the support that we market and the NAFEX market effectively converged at
continue to enjoy from our stakeholders, the hard work N365/$.
and commitment of all our employees and the strong
leadership from our management team. The big story of 2017—the exit of the economy from
recession—came in the second quarter of the year, exactly
Our strategy of differentiating ourselves through on the first anniversary of the recession. The impact of
innovative solutions, service quality and high corporate the improvement in the economy trickled down to the
governance standards did not only yield a strong financial capital market as the Nigerian stock exchange posted a
performance, it also led to numerous awards from local strong performance during the review period, delivering
and international organizations. Our Managing Director/ a return of 42%—the third highest in the world in 2017.
CEO, Mr Segun Agbaje was the recipient of several Furthermore, the Federal Government (FG) released the
international accolades such as the 2017 Banker of the Economic Recovery and Growth Plan 2017 – 2020, a
Year by World Finance Magazine, Ai 100 CEO of the Year four-year macro-economic blueprint designed to achieve
by African Investor and 2017 CEO of the Year by EMEA sustained and inclusive growth. The release of the blueprint
Finance. was complemented by the operationalization of the 60-
day National Action Plan (NAP)—a framework designed
MACROECONOMIC REVIEW to improve ease of doing business. The implementation
of the NAP yielded results as Nigeria moved up 24 places
The Nigerian economy rebounded strongly in the 2017 from 169th to 145th in the World Bank Ease of Doing
fiscal year from 2016 where the economy slid into Business.
recession on account of acute dollar shortage caused by
the decline in both crude oil price and production, and In 2017, the Federal Government also introduced the
significant decrease in portfolio flows owing to a lack of Voluntary Asset and Income Declaration Scheme (VAIDS)
liquidity in the Foreign Exchange (FX) market. Although in order to expand the tax bracket by granting forbearance
the Naira depreciated significantly in the first six weeks of to individuals and companies who voluntarily regularize
2017, thereby heightening macroeconomic uncertainty their tax status. As of December 2017, the Federal
and anxiety, the Central Bank promptly responded to the Government had realized N17bn from the scheme. In
plea from the National Economic Council (NEC) to review addition to the $1.5bn sovereign Eurobond raised early in
its exchange rate policy with a view to increasing supply the year, the Federal Government raised N106bn through
to genuine users. The response of the CBN through a sovereign Sukuk bond offering to finance 25 road
sustained aggressive FX intervention sales, proved to projects across the six geopolitical zones of the country,
be profoundly effective as system liquidity improved, while it also raised another $3bn Eurobond to replace
thereby facilitating trade transactions and strengthening maturing expensive domestic debt. The $3bn Eurobond
the Naira. Owing to the improvement in FX supply, is the first tranche of the approved $5.5bn Eurobond

#EnrichingLives Guaranty Trust Bank Plc | 2017 Annual Report | 48

CHAIRMAN’S STATEMENT

issuance program targeted at reducing debt service cost digital transformation strategy is our commitment to
currently estimated at 34% of total government revenue. deepening financial inclusion by making banking simpler,
faster and readily accessible to anyone, anywhere. This
To cap the positive macroeconomic developments in year, we stepped up the pace of innovation to not only
2017, the GDP figures recently released by the National improve customer experience and service delivery, but
Bureau of Statistics showed that the Nigerian economy also to transform our value proposition to meet distinct
grew by 0.83% in 2017 which is in line with the estimate and emerging customer needs.
of the International Monetary Fund and also reflects an
improvement over the contraction of -1.58% in 2016. We leveraged partnerships and collaborations to extend
the services available on our 737 USSD banking channel,
FINANCIAL SCORECARD enabling customers to withdraw cash at Fuel Stations
across Nigeria, pay utility bills and shop in retail stores
It was another good year for our Bank; we are making and online by simply dialing *737# from their mobile
progress on our strategy with our results showing a phones. We also expanded our mobile banking offering
strong performance across key financial indices. Gross through the launch of the GTWorld Mobile App and
earnings for the year grew by 1.1% to N419.2billion the 737 Mobile App, both of which deepen our digital
from N414.6billion reported in the December 2016; interaction with our customers and extends our digital
driven primarily by growth in interest income as well banking services to non-customers regardless of where
as e-payment revenues. Profit before tax stood at they choose to bank.
N200.2billion, representing a growth of 21.3% over
N165.1billion recorded in the corresponding year ended Part of what makes us a great service organization
December 2016. The Bank’s loan book dipped by 8.9% is how we provide our customers with personalised
from N1.590trillion recorded as at December 2016 to services that add real value to their lives. In 2017, we
N1.449trillion in December 2017 while customer deposits commenced the Personalised Card Delivery service,
increased by 3.8% to N2.062trillion from N1.986trillion through which customers can have their debit cards
in December 2016. delivered to their homes. We also introduced iRequire
Cache Boxes that allow customers pre-order what they
The Bank’s balance sheet remained strong with a 3.9% want from our branches—such as cash, cheque books,
growth in Total Assets and Contingents as the Bank account statements, etc.—and pickup at any time that is
closed the year ended December 2017 with Total Assets convenient for them. To ensure that our branches are not
and Contingents of N3.845trillion and Shareholders’ just comfortable for our customers, but also the perfect
Funds of N625.2Billion. In terms of Assets quality, NPL environment to do business, we created Personal Banking
ratio increased to 7.7% in December 2017 from 3.7% Lounges in some branches in Lagos, the commercial hub
in December 2016 largely as a result of classification of a of Nigeria, and the Federal Capital Territory.
single exposure within the Nigerian Telecommunications
Industry. However, non-performing loans would Addressing the personal banking needs of our customers
moderate to 4.6%, (which is below regulatory threshold), also involves designing targeted products that speak to
if we exclude this name from the NPL ratio computation. the peculiar needs and lifestyle of our various customer
Overall, asset quality remains stable with adequate segments. An example of this is our GTPatriot Account,
coverage of 119.6%, while Capital remains strong with a unique Salary Account Package which offers Nigeria’s
CAR of 25.7%. On the backdrop of this result, Return servicemen and servicewomen subsidized banking
on Equity (ROAE) and Return on Assets (ROAA) closed at products and dedicated value added services. Created
35.4% and 6.2% respectively. The Bank is proposing a as our own way of applauding and appreciating the
final dividend of 240k per unit of ordinary share held by invaluable service that women and men in military and
shareholders in addition to interim dividend of 30k per paramilitary institutions offer to our great nation, the
unit of ordinary share bringing total dividend for 2017 GTPatriot Account offers our customers zero minimum
financial year to N2.70 per unit of ordinary share. opening balance and automatically entitles them to life
insurance, amongst other benefits.
PRODUCT AND SERVICE CHANNEL IMPROVEMENTS
BOARD OF DIRECTORS
Digital is key to how we provide our customers with a
superior banking experience, and at the heart of our In the course of the financial year ended December 31,

#EnrichingLives Guaranty Trust Bank Plc | 2017 Annual Report | 49

CHAIRMAN’S STATEMENT

2017, Mrs Cathy Echeozo retired from the Board with effect business frontiers and build capacity. In May 2017, we held
from March 16, 2017, having served as an Executive Director the 2nd edition of the GTBank Food and Drink Fair, where
for three (3) terms of four (4) years each (i.e. twelve years) we provided free stalls to more than 133 small businesses
which is the maximum term stipulated for Executive Directors in the food sector and hosted over 160,000 people over a
in line with the Bank’s Code of Corporate Governance. In two-day period.
view of Mrs. Echeozo’s retirement, the Board appointed Mr.
Mobolaji Jubril Lawal as an Executive Director, with effect In November 2017, we also hosted over 120,000 guests
from March 17, 2017, to fill the vacancy. and gave dozens of small businesses in the fashion industry
the opportunity to attract new customers and expand
The appointment of Mr. Lawal has been approved by the into new markets locally and internationally at the second
Central Bank of Nigeria (CBN) and by the Shareholders’ at edition of our GTBank Fashion Weekend. In recognition of
the 27th Annual General Meeting of the Bank. our commitment and determination to help SMEs, we were
recently awarded the Best Bank for SMEs by the Euromoney
Also, in the course of the year, the Board appointed Mrs. Magazine.
Victoria Osondu Adefala as an Independent Non–Executive
Director, effective from September 12, 2017. Mrs. Victoria SUBSIDIARIES
Osondu Adefala is a seasoned professional with over
twenty-four (24) years work experience in diverse industries Africa offers immense opportunities for our business and
including Manufacturing, Finance and Transportation remains integral to our growth strategy. During the year,
as well as the Legal profession, having worked with the our African businesses continued to positively impact
African Chamber of Commerce, Houston, Texas, Michelin the Group’s profitability just as we continued to expand
Nigeria Limited and Alstom Nigeria Limited (Alstom). She our footprints across the continent. In December, we
served as the Country President and Managing Director commenced business operations in GTBank Tanzania and
of Alstom up till 2016. Prior to working at Alstom, Mrs. we ended the year with our subsidiaries contributing 8.7%
Victoria Osondu Adefala was an Executive Director at of the Group’s PBT in 2017 compared to 8.3% in 2016.
Michelin Nigeria Limited, and sits on the Board of both local
and international companies. She is the Managing Partner Guaranty Trust Bank (Ghana) Limited received five awards
of WHITGIFT Law firm. at the Banker Africa - West Africa Awards- 2017. They
include: “Most Innovative Bank - West Africa”, “Best
The appointment of Mrs. Victoria Osondu Adefala has been Commercial Bank – West Africa & Ghana”, “Best Online
approved by the CBN and will be presented to Shareholders Platform - Ghana” and “Best Corporate Bank - Ghana”.
at this Meeting. This adds to the host of awards the bank received during
the year within the areas of Innovation and Technology. The
With the appointment of Mrs. Victoria Osondu Adefala, the Bank grew its profit impressively by 30.5% from N7.1billion
Bank has three (3) Independent Non-Executive Directors, in 2016 to N9.3billion in 2017. The Bank’s balance sheet
appointed based on the criteria laid down by the CBN for remained strong with 22.3% growth in Total Assets, from
the appointment of Independent Directors. N114.9billion in 2016 to N140.6 billion in 2017. Customer
Deposit grew by 33.2% from N82.6billion in 2016 to
CORPORATE SOCIAL RESPONSIBILITY N110.1billion in 2017.

Corporate Social Responsibility remained a key part of Guaranty Trust Bank (Sierra Leone) Limited received in
our operating model during the year, as we continued to year 2017 “Best Digital Bank of the Year” award by the
support high impact initiatives with tangible benefit to European Global Banking & Finance Award. The bank also
our societies. A detailed summary of our Corporate Social received “Bank of the Year Award” from Bankers Award
Responsibility interventions for the year which cuts across for the year 2017. The Bank’s balance sheet grew slightly
four major developmental pillars: Community Development, by 1.29% in Total Assets, from N37.4billion in 2016 to
Education, The Arts and The Environment is contained in N37.8billion in the year under review. Year-on-Year, loans
the CSR section of this annual report. to customers and customer deposits declined by 2.9% and
10% respectively. However, the bank maintained a strong
As a platform for enriching lives, we are going beyond the financial performance by recording a 19.9% growth in
traditional definition of CSR to intervene in key economic Profit Before Tax from N2.4billion in 2016 to N2.9billion in
sectors by creating consumer-focused initiatives and free 2017.
business platforms to help our SME customers expand their
Guaranty Trust Bank Plc | 2017 Annual Report | 50
#EnrichingLives


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