Corporate Governance

Corporate Governance

Abbey Mortgage Bank Plc recognizes the fact that an effective governance system is essential to retaining public trust and confidence in the way and manner we do our business. Our governance policies are structured to ensure maximum compliance with the provisions of the various laws and codes on the subject. These include the Central Bank of Nigeria Code. Of Corporate Governance of April 2006, the Securities and Exchange Commission Nigeria Code of Corporate Governance dated 1st April, 2011, the Post Listing requirements of Nigerian Stock Exchange, and our internal Code of Corporate Governance and international best practices.

Abbey’s Code of Corporate Governance is targeted at the achievement of the highest standards of transparency, accountability and good corporate behavior in line with international best practices. The governance structures and processes are primed for the satisfaction of the various stakeholders including employees, shareholders, creditors, host communities and regulatory authorities.

Abbey’s corporate ethos includes accountability, transparency, integrity, fairness, discipline, social and environmental responsibility; service excellence, responsible lending and stakeholder-rights’ recognition. Directors and employees are expected to act honestly, in good faith and in the best interest of the Company in all transactions.

The governance structure of the Company is driven principally by the Board of Directors, whose members are equipped with the requisite academic qualifications and relevant industry experience and tools to discharge their roles in the Company The governance policies adopted by the Board are designed to ensure long-term shareholder value. It is the primary responsibility of the Board to deliver sustainable shareholders’ wealth through its oversight functions.

In compliance with the provisions of the Securities and Exchange Commission Code of Corporate Governance for quoted Companies and the operational guidelines provided by the CBN, the Directors are of the opinion that Abbey has to the best of its ability abided with the provisions of the CBN and SEC Codes of Corporate Governance.

Meetings of shareholders

The general meeting of the Company remains the highest decision making organ and the primary avenue for interaction between the shareholders, Management and the Board. Annual General Meetings are conducted in an open manner allowing for free discussions on all issues on the agenda and in accordance with the provisions of the Companies and Allied Matters Act and the Articles of Association of the Company. Venues for such meetings are always easily accessible.

Abbey has been around for more than 24years operating with improving compliance and risk management capacities as well as regulatory standards and processes in line with best practices.

Abbey has a low operational risk compared to its peer group given that:

  • We have not contravened any banking legislation
  • Our audit report is unqualified
  • First mortgage bank to have our annual reports IFRS compliant
  • Our high level of financial disclosure relative to its direct competitors is a key differentiator.
  • There is more independent representation on the board and various committees
  • We have satisfactory feedback from customers which indicates that our systems are efficient and effective

Audit Committee

The Statutory Audit Committee is established in line with Section 359 (6) of the Companies and Allied Matters Act Cap C20 Laws of the Federation 2004. The Committee during the year comprised six members – Three members representing the shareholders and elected at the Annual General Meeting and, three Non-Executive Directors. The Committee meets at least four times a year but could also meet at any other time should the need arise to enable it discharge its statutory duties as provided under the Act.


  • Mr. Mathias Menyelum Adaba MON (Chairman)
  • Prince (Engr.) MOT O. Tobun
  • Mr. Gbadebo Ajeigbe


  • Mazi Emmanuel Kanu O. Ivi
  • AVM Olufemi Soewu (Rtd)
  • Mr. Bernard Okumagba

Board of Directors

Our recent Board of Directors comprises 7 Directors who have significant tenures in the banking industry and across several sectors in which the bank is active. It comprises our Managing Director/CEO, an Independent Director, 1 Executive Director and 3 Non-Executive Directors headed by the Chairman of the Board. The roles of chairman and Chief executive officer are separate. The board meets regularly and additional meetings are convened as required.

Audit Committee meetings are held regularly and are attended by the internal, external auditors and appropriate members of management on invitation. Appointment to the Board is made by the shareholders at the Annual General Meeting upon recommendation by the Board of Directors. The Board is accountable and responsible for the affairs of the Company by ensuring that its operations at all times are carried out within the legal and regulatory framework. The Board’s responsibilities and duties include, but are not limited to defining the Company’s business strategic goals, formulating effective risk management policies, leadership, enterprise, integrity and judgment in directing the Company so as to achieve continuing prosperity and to act in its best interest in a manner based on transparency, accountability, good corporate governance and equity.

S/N Name Designation
1 Chief Ifeanyichukwu B. Ochonogor Chairman
2 Mrs. Rose Ada Okwechime Managing Director/CEO
3 Mr. Madu Hamman Executive Director
4 Mazi Emmanuel Kanu Ivi Non-Executive Director
5 Air Vice Marshal Olufemi Soewu (Rtd.) Non-Executive Director
6 Mr. Bernard Okumagba Non-Executive Director
6 Mr. Emile Hubert Groot Independent Director

The Board meets at least once every quarter but may hold other sessions to address urgent matters requiring its attention. Its oversight functions are performed through the following.


  • Board Credit and Risk Management Committee
  • Board Audit and Compliance Committee
  • Board Strategy and Financial Analysis Committee
  • Board Governance and Remuneration Committee

The Committees of the Board are constituted as follows:

Board Credit and Risk Management Committee

Mazi Emmanuel Kanu O. Ivi Chairman
AVM Olufemi Soewu (Rtd) Member
Mr. Bernard Okumagba Member
Mr. Madu Hamman Member

Board Strategy and Financial Analysis Committee

Mr. Bernard Okumagba Chairman
Mazi Emmanuel Kanu O. Ivi Member
AVM Olufemi Soewu (Rtd) Member
Mr. Madu Hamman Member

Board Governance and Remuneration Committee

AVM Olufemi Soewu (Rtd) Chairman
Mazi Emmanuel Kanu O. Ivi Member
Mr. Bernard Okumagba Member

Board Audit and Compliance Committee

Mazi Emmanuel Kanu O. Ivi Chairman
AVM Olufemi Soewu (Rtd) Member
Mr. Bernard Okumagba Member
Mr. Madu Hamman Member

The Board and its Committees meet at least four times every year.

Human Resources

Abbey strives to be an employer of choice. The Company operates the “equal opportunity” principle. There is no gender or religious bias. There is no discrimination against physically challenged persons or persons living with HIV/AIDS. Staff training and development has been our watchword and a number of senior staff have participated in international and national workshops and seminars, whilst there are regular in-House training sessions tailored to our specific needs covering all levels of staff.

The Company strives hard to provide a safe and secure atmosphere for all its stakeholders. Various measures are in place to ensure a peaceful, friendly and conducive environment for all to transact business. All employees are adequately insured against health and occupational hazards, whilst medical facilities or alternatives are offered to all staff.

Sustainable and Environmental Issues

Abbey conducts its business in a manner that protects the health and safety of all stakeholders. The Board and Management pay particular attention to ensuring that we continually strive to improve occupational health and safety performance, through close cooperation between Management, employees and developers/customers, where applicable. We are therefore very delighted to report that last year there were no recorded cases of incidents in our operations.

We will always strive to ensure safe working conditions, equipment and work sites where applicable. We will continue to promote employee involvement and accountability inidentifying, preventing and eliminating hazards and risks of injury.

We are committed to:

  • Incorporating Organizational Health and Safety (OH&S) considerations into all aspects of our management practices;
  • Managing operations to meet all applicable OH&S laws and regulations and company policies;
  • Identifying and assessing potential injury risks and implementing appropriate measures to eliminate or control those risks if any;
  • Establishing, communicating and enforcing, through employee involvement, work site-specific rules and safe work methods;
  • Promoting and developing safe behaviors, awareness, leadership and accountability of our employees in health and safety through their involvement in continual improvement processes;
  • Measuring our health and safety performance in accordance with established standards;
  • Ensure that all our financed projects meet legal and group environmental, health and safety requirements;
  • Ensure that management systems are effective in maintaining standards and fulfilling the challenge of securing continuous improvements in environmental, health and safety performance;
  • Ensure accountability by holding corporate management and senior executives responsible for Environmental, Health and Safety (EHS) performance;
  • Provide financial and human resources to allow EHS to be given an appropriate level of priority in our financed projects;
  • Ensure that all our financed projects incorporate best practice and promote innovation through the operation of our financed customers to eliminate or minimize risks to health, safety and the environment;

Our employees share in this responsibility and are accountable for the successful implementation of this policy. Management is empowered to curtail operations, as necessary, to prevent serious adverse impacts on health, safety and environmental issues.