WEMA BANK PLC

1 WEMA bank PLC annual reports and financial statements 31 December 2014 Wema bank Plc annual reports and financial statements For the year ended 31 December 2014 Table of Contents Page Corporate information i Corporate Governance ii Adherence to the Nigerian Sustainable Banking Principles xii Wema Banks Compliance Framework xv Directors report xxi Statement of Directors responsibility xxxii Report of the Audit Committee xxxiii Independent Auditor s Report 1 Report of the External Consultant 2 Statements of Profit or Loss and other comprehensive income 3 Statements of financial position 4 Statements of changes in equity 5 Statement of Prudential Adjustment 6 Statement of cash flows 7 Notes to the financial statements 8 Statement of value added 91 Financial summary 92 Wema bank Plc annual reports and financial statements For the year ended 31 December 2014 Corporate Information Corporate Head Office Wema Towers 54 Marina, Lagos Island PMB 12862, Lagos.

2 Nigeria. FOREIGN CORRESPONDENT BANKS London (UK) Standard Chartered bank , Union bank Plc, bank of Beirut, United National bank , Deutsche bank New York (USA) Standard Chartered bank , United bank for Africa (UBA) Frankfurt (Germany) BHF bank , Commerzbank South Africa Standard bank Auditor Akintola Williams Deloitte (Chartered Accountants) 235 Ikorodu Road, Lagos. i Wema bank Plc annual reports and financial statements For the year ended 31 December 2014 Corporate Governance Introduction Wema bank Plc remains committed to the highest standards of Corporate Governance and strives to foster an environment which facilitates the implementation of good corporate governance principles and practices in its business operation and all material aspects.

3 In formulating our governance framework, we have taken into account the extant codes of Corporate Governance and the international Corporate Governance best practices. In the year under review, the bank largely complied with the provision of SEC and CBN code of Corporate Governance. The Board of Directors ensures that the bank adheres with the standards of Corporate Governance and believes that such standards are critical to facilitate efficient and effective Management in order to deliver long term value for the stakeholders. Being an institution which places great emphasis on the provision of excellent services to all its customers, the practice of effective and transparent corporate governance ensures that the bank is managed in a responsible and value driven manner, aimed towards sustaining the confidence of shareholders, employees and stakeholders at large.

4 Governance Structure The Board The Board is made up of a non-executive Chairman, Eight (8) non executive Directors and Six (6) Executive Directors including the Managing Director/Chief Executive Officer (MD/CEO).Two of the non-executive Directors are independent directors, appointed in compliance with the Central bank of Nigeria (CBN) circular on appointment of independent directors by banks. There were few changes to the Board composition in the year under review as a new Executive Director-Mr. Wole Akinleye was appointed to the Board with effect from 1st December,2014 and Mr Ramesh Hathiramani exited the Board with effect from 31st July 2014. Subsequent to the year end, Mrs Folake Sanu joined the Board as an Executive Director while Mrs Bolanle Matel-Okoh and Mr Babatunde Kasali joined the Board as non-executive directors representing interest of core shareholders.

5 Responsibility The roles of the Chairman and the Chief Executive are separate. The chairman is solely responsible for the running of the Board whilst the Chief Executive with the assistance of the Executive Management Team is responsible for the day to day Management of the bank s business and to ensure the implementation of the Board s Decision. The Executive Management Team is composed of seasoned and experienced individuals, who execute powers delegated to them without undue interference and in accordance with agreed guidelines. Role of the Board The primary purpose of the Board is to provide strategic direction for the bank in order to deliver long term value to shareholders. Other functions of the Board include: To review and provide guidance for the bank s corporate and business strategy; To review management succession plan and determine their compensation; To ensure that the bank operates ethically and complies with applicable laws and regulations; To approve capital projects and investments; To consider and approve the annual budget of the bank , monitor its performance and ensure that the bank remains a going concern; To ensure that adequate system of internal control, financial reporting and compliance are in place; To ensure that an effective risk management process exists and is sustained; To constitute Board Committees and determine their terms of reference and procedures.

6 Including reviewing and approving the reports of these Committees. ii Wema bank Plc annual reports and financial statements For the year ended 31 December 2014 Board Meetings In Compliance with the CBN Code, the Board meets quarterly and additional meetings are convened as the need arises. In 2014, the Board met four times. The record of attendance is provided below: Meetings held 1 2 3 4 Names 06 March, 2014 28 May, 2014 02 October, 2014 16 December 2014 Asekun Segun Oloketuyi Nurudeen Fagbenro *Ademola Adebise x Moruf Oseni **Wole Akinleye N/A N/A N/A Mr. Adebode Adefioye **Mr Ramesh Hathiramani x N/A N/A Mr. Abubakar Lawal Mr. Samuel Durojaye Mrs.

7 Tina Vukor-Quarshie Mrs. Omobosola Ojo *Ademola Adebise was on 2 months Senior Management program at Harvard Business School between September and October 2014. **Wole Akinleye was appointed with effect from 1 December 2014. **Mr Ramesh Hathiramani resigned from the Board effective from 31 July,2014. Board Committees The Board carries out its oversight functions through its four (4) Standing Committees in addition to the Statutory Audit Committee of the bank . Through these Committees, the Board is able to more effectively deal with complex and specialized issues and to fully utilize its expertise to formulate strategies for the bank . These committees have their clearly defined terms of reference setting out their roles, responsibilities, functions and reporting procedures to the Board.

8 The Board Committees in operation during the period under review are: Board Risk & Audit Committee Board Credit Committee Statutory Audit Committee Board General Purpose Committee Board Nomination & Governance Committee iii Wema bank Plc annual reports and financial statements For the year ended 31 December 2014 The roles and responsibilities of these committees are discussed below: Board Risk & Audit Committee The Committee s major responsibilities are to: set policies on the bank s risk profile and limits; determine the adequacy and completeness of the bank s risk detection and measurement systems; assess the adequacy of the mitigants to the risks; review and approve the contingency plan for specific risks and ensure that all units in the bank are fully aware of the risks involved in their function; review the bank s central liability report and summary of challenged loans with the concurrent power of recommending adequacy of the provisions for loan losses and possible charge offs; Review the bank s internal and external Audit function.

9 The committee comprised the following members during the period under review: 1. Mrs. Tina Vukor-Quarshie - Chairman 2. Segun Oloketuyi - Member 3. Nurudeen Fagbenro - Member 4. Moruf Oseni - Member 5. Mr. Abubakar Lawal - Member 6. Mr. Samuel Durojaye - Member 7. Mrs Omobosola Ojo - Member The Committee meets quarterly, and additional meetings are convened as required. The committee met four (4) times during the 2014 financial year. Committee meeting attendance 1 2 3 4 Names 5 February 2014 16 June 2014 16 September 2014 4 December 2014 Mrs. Tina Vukor-Quarshie Segun Oloketuyi Nurudeen Fagbenro x Moruf Oseni Mr.

10 Abubakar Lawal Mrs Omobosola Ojo Mr. Samuel Durojaye x Board Credit Committee This Committee is made up of individuals who are versed in credit analysis. The Committee discharges the following responsibilities: consideration of loan applications above the limits delegated to the Management Credit Committee or Managing Director as may be defined by the Board from time to time; ensure that the bank s internal control procedures in the area of risk assets remain high to safeguard the quality of the bank s risk assets; Consider and approves credits that qualify as Large Exposures as defined by the Board from time to time ; Approve write offs in excess of Management limits and within the limits as set by the Board.