C&I Leasing Plc is committed to the principle and implementation of good corporate governance. The Company recognizes the valuable contribution that it makes to long-term business prosperity and to ensuring accountability to its shareholders. The Company is managed in a way that maximizes long term shareholder value and takes into account the interest of all of its stakeholders.
C&I Leasing plc believes that full disclosure and transparency in its operations are in the interests of good governance. As indicated in the statement of responsibilities of directors and notes to the accounts the business adopts standard accounting practices and ensures sound internal control to facilitate the reliability of the financial statements.


The Board of Directors
The Board is responsible for setting the company’s strategic direction, for leading and controlling the Company and for monitoring activities of the executive management. The Board presents a balanced and understandable assessment of the Company’s progress and prospects.

The Board consists of the Chairman, five non-executive directors and one executive director. The non-executive directors are independent of management and free from any constraints, which could materially interfere with the exercise of their independent judgment. They have experience and knowledge of the industry, markets, financial and/or other business information to make a valuable contribution to the company’s progress. The Managing Director is a separate individual from the Chairman and he implements the management strategies and policies adopted by the Board. They meet at least four times a year.

Board Operations Committee
This is an operations committee of the Board performing oversight functions relating to strategic operational issues on behalf of the Board. It consists of three members, two non-executive and one executive directors.

The Audit Committee
The Audit Committee is made up of six members – three directors (all of whom are non-executive) and three shareholders.
The members meet at least thrice a year.
Its duties include keeping under review the scope and results of the external audit, as well as the independence and objectivity of the auditors. The Audit Committee also keeps under review internal financial controls, compliance with laws and regulations and the safeguarding of assets. It also reviews the adequacy of the plan of the internal audit and review its audit reports.

Systems of Internal Control
C & I Leasing PLC has well- established internal control system for identifying, managing and monitoring risk. These are designed to provide reasonable assurance that the risk facing the business are being controlled.

The corporate internal audit function of the company plays a key role in providing an objective view and continuing assessment of effectiveness of internal control systems in the business. The system of internal controls are implemented and monitored by appropriately trained personnel and their duties and reporting lines are clearly defined.

Code of Business Ethics
Management has communicated the principles in the company’s code of conduct to its employees in the discharge of their duties. These codes set their professionalism and integrity required for business, operations which covers compliance with the law, conflicts of interest, environmental issues, reliability of financial reporting, bribery and strict adherence to the principles so as to eliminate the potential for illegal practices.

DIRECTORS DECLARATION
None of the directors have;

•  ever been convicted of an offence resulting from dishonesty, fraud or embezzlement;
•  ever been declared bankrupt or sequestrated I any jurisdiction;
•  at any time been a party to a scheme of arrangement or made any other form of compromise with their creditors;
•  ever been found guilty in disciplinary proceedings by an employer or regulatory body, due to dishonest activities;
•  ever been involved in any receiverships, compulsory liquidations or creditors voluntary liquidations;
•  ever been barred from entry into a profession or occupation; or
•  ever been convicted in any jurisdiction of any criminal offence under any Nigerian legislation.