Shareholders Engagement Policy

Background

This policy which seeks to establish a system of regular dialogue with shareholders and to balance their needs, interests and expectations with the objectives of the Company (“PremiumTrust Bank Limited”) is developed in accordance with good corporate governance standards as prescribed by the
NIGERIAN CODE OF CORPORATE GOVERNANCE, 2018 and the CENTRAL BANK OF NIGERIA (CBN) CORPORATE GOVERNANCE GUIDELINES FOR COMMERCIAL, MERCHANT, NON-INTEREST AND PAYMENT SERVICES BANKS IN NIGERIA 2023.

This Policy stipulates the manner in which the Board and Management engage with Shareholders of the Company. It also explains how shareholders can communicate with the Board and Management.

The Board of Directors (the Board) understands that to make informed decisions about the Company and to communicate its views to shareholders, shareholders need to understand the Company’s business operations and performance.

The Board believes that engaging with shareholders increases transparency and encourages them to take an active interest in how the Company is run.

Shareholders may wish to communicate with the Board on:

• Board structure and performance
• General Board oversight, including committee charters
• Material strategic decisions
• Corporate governance practices
• Disclosure of financial and non-financial information
• Monitoring of risk, including environmental and social risks
• Succession planning

This Policy is consistent with the Bank’s core values which reflects its commitment to high standards of business conduct and ethics.

1. Engaging with Shareholders

The Board and Management communicate with shareholders in several ways:

• 1.1 The Board and Management discuss critical business developments and answer Shareholders’ questions at General Meetings. The Company’s external auditor is also present and can answer questions about the most recent audit of the Company’s financial statements.
• 1.2 The Company communicates with Shareholders primarily through its Annual Report.

2. Contacting the Board

Writing to the Chairman or Directors: - Shareholders can contact the Chairman or Directors, including the Chairpersons of Board committees, in writing or by e-mail as follows:

• Office of the Chairman of the Board of Directors.
  C/O The Company Secretary
  PremiumTrust Bank Limited
  Plot 1612 Adeola Hopewell Street,
  Victoria Island
  Lagos


• Asking questions at Annual General Meetings: - The Board encourages questions from shareholders at Annual General Meetings. There are several ways to ask questions including the following:
  
  - in person at the shareholder meeting;
  - before the meeting, by e-mail to the Company Secretary or letter addressed to:
  
  · The Company Secretary
  PremiumTrust Bank Limited
  Plot 1612 Adeola Hopewell Street,
  Victoria Island
  Lagos


• Contacting Management
  For questions or comments about general business operations, financial results, strategic direction, or other similar matters, contact the Company’s Management through the office of the Managing Director/Chief Executive Officer (MD/CEO). The CEO is the official spokesperson and, as a director and executive, is the best person to communicate the views of both the Board and Management.


• For Executive Management:
  The Managing Director/Chief Executive Officer
  PremiumTrust Bank Limited
  Plot 1612 Adeola Hopewell Street,
  Victoria Island
  Lagos
  


• The Company Secretary
  PremiumTrust Bank Limited
  Plot 1612 Adeola Hopewell Street,
  Victoria Island
  Lagos

3. Policy Administration

Contact Details:
Title: Company Secretary
E-mail: premiumgovernanceoffice@premiumtrustbank.com
Department: Governance & Administration

4. Protection of Shareholder Rights

The Board shall ensure the equitable treatment of shareholders and the protection of their statutory and general rights, particularly the interest of minority shareholders, promote good governance. The Board shall do this through the following practices.

• powers to appoint and remove Directors of the Company;
• access to information or other materials;
• protection of minority shareholders from controlling shareholders

5. Compliance & Monitoring

All employees, directors and management are responsible for the success of this Policy as well as promote best practice in this regard. The Board of Directors is vested with the power to approve and apply this Policy and to design, approve and supervise the general strategy on stakeholder engagement, ensuring the proper coordination thereof for the Company.

6. Review

The quality of the Company’s stakeholder engagement shall be evaluated periodically to identify the benefits, areas of improvement and the overall quality being delivered. This policy will be reviewed in 36 months or as the need arises, based on evolving trends and regulations governing stakeholder management, to ensure its suitability for purpose.