Union bank annual report 2015

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Union Bank of Nigeria Plc
Annual Report & Accounts
31 December 20 15

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Annual Report & Accounts
31December 20 15
Table of Contents Page
Notice of Annual General Meeting
Financial Highlights
Corporate Profile
Chairman's Statement
Chief Executive Officer's Statement
Directors, Officers and Professional Advisors
Profile of Board Members
Corporate Governance
Directors' Report
Statement of Directors' Responsibilities
Report of the Audit Committee
Independent Auditor's Report
Independent Board Evaluation Report
Consolidated and Separate Statements of
Profit or Loss and Other Comprehensive Income
Consolidated and Separate Statements of Financial Position
Consolidated and Separate Statements of Changes in Equity
Consolidated and Separate Statements of Cash Flows
Notes to the Consolidated Financial Statements
Value Added Statement
Financial Summary
Sales and Service Centre Locations
E-Dividend/ E-Bonus Form
Proxy Form
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11
12
16
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26
37
48
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53
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142
143
145
146
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NOTICE is hereby given that the 47th Annual General Meeting (“AGM”) of Union Bank of Nigeria
Plc will be held in the Ballroom, Oriental Hotel, 3 Lekki Road, Victoria Island, Lagos on Thursday,
2nd June, 20 16 at 11.0 0 a.m. to transact the following business:
ORDINARY BUSINESS
1. To receive and adopt the Audited Group Financial Statements for the financial year ended
31st December, 20 15 together with the reports of the Directors, Auditors, Board Appraiser
and Audit Committee.
2. To authorize the Directors to fix the remuneration of the Auditors.
3. To elect/ re-elect Directors.
4. To elect/ re-elect members of the Statutory Audit Committee.
SPECIAL BUSINESS
Ordinary Resolution:
1. To approve the remuneration of Directors.
Special Resolutions:
2. To amend the Bank's Memorandum and Articles of Association (“MEMART”) as hereinafter
stated:
2(a) Alteration of the MEMART
i. Deleting the Share Capital History attached to the MEMART and replacing same with the
following:
Share Capital History
1. On 7th July 1969 the authorised share capital of the Company was increased to
£10,0 0 0,0 0 0 divided into 10,0 0 0,0 0 0 ordinary shares of £1each.
2. On 28th January 1971by a Special Resolution, all the ordinary shares were converted into
20,0 0 0,0 0 0 ordinary shares of N1each (one Naira).
3. By a Special Resolution dated 10 th January 1977 the authorised share capital of the
Company was increased from N20,0 0 0,0 0 0 to N30,0 0 0,0 0 0 by the creation of
10,0 0 0,0 0 0 additional ordinary shares of N1each.
4. By a Special Resolution dated 23rd January 1978 the authorised share capital of the
Company was increased from N30,0 0 0,0 0 0 to N50,0 0 0,0 0 0 by the creation of
20,0 0 0,0 0 0 ordinary shares of N1each.
5. By a Special Resolution at the 13th AGM held on 27th January 1982 the authorised share
capital of the Company was increased from N50,0 0 0,0 0 0 to N10 0,0 0 0,0 0 0 by the
creation of 50,0 0 0,0 0 0 additional ordinary shares of N1each.
6. By a Special Resolution passed at the 22nd AGM held on 23rd January 1991the authorised
share capital of the Company was further increased from N10 0,0 0 0,0 0 0 to N20 0,0 0 0,0 0 0
(80 0,0 0 0,0 0 0 ordinary shares of 25 kobo each) by the creation of 40 0,0 0 0,0 0 0
additional ordinary shares of 25 kobo each.
7. By a Special Resolution passed at the 23rd AGM held on 29th of January, 1992 the
authorised share capital of the Company was further increased from to N20 0,0 0 0,0 0 0 to
N250,0 0 0,0 0 0 (1,0 0 0,0 0 0,0 0 0 ordinary shares of 25 kobo each) by the creation of
20 0,0 0 0,0 0 0 additional ordinary shares of 25 kobo each.
NOTICE OF ANNUAL GENERAL MEETING
Annual Report and Accounts
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8. By a Special Resolution passed at the 25th AGM held on 23rd February 1994, the
authorised share capital of the Company was further increased from N250,0 0 0,0 0 0 to
N50 0,0 0 0,0 0 0 (2,0 0 0,0 0 0,0 0 0 ordinary shares of 25 kobo each) by the creation of
1,0 0 0,0 0 0,0 0 0 additional ordinary shares of 25 kobo each.
9. By a Special Resolution passed at the 27th AGM held on 27th March 1996, all the
2,0 0 0,0 0 0,0 0 0 ordinary shares of 25 kobo each of the Company, were consolidated and
divided into 1,0 0 0,0 0 0,0 0 0 ordinary shares of 50 kobo each (i.e. an authorised share
capital of N50 0,0 0 0,0 0 0 ).
10. By a Special Resolution passed at the 29th AGM held on 4th March, 1998 the authorised
share capital of the Company was increased from N50 0,0 0 0,0 0 0 to N1,0 0 0,0 0 0,0 0 0 by
the creation of 1,0 0 0,0 0 0,0 0 0 additional ordinary shares of 50 kobo each.
11. By a Special Resolution passed at the 32nd AGM held on 8th August, 20 0 1the authorised
share capital of the Company was increased from N1,0 0 0,0 0 0,0 0 0 to N3,0 0 0,0 0 0,0 0 0
divided into 6,0 0 0,0 0 0,0 0 0 ordinary shares of 50 kobo each (by the creation of
4,0 0 0,0 0 0,0 0 0 additional ordinary shares of 50 kobo each).
12. By a Special Resolution passed at an Extra-ordinary General Meeting held on 1st December,
20 0 4 the authorised share capital of the Company was increased from N3,0 0 0,0 0 0,0 0 0 to
N5,0 0 0,0 0 0,0 0 0 divided into 10,0 0 0,0 0 0,0 0 0 ordinary shares of 50 kobo each (by the
creation of 4,0 0 0,0 0 0,0 0 0 additional ordinary shares of 50 kobo each).
13. By a Special Resolution passed at the 37th AGM held on 6th September, 20 0 6 the
authorised share capital of the Company was increased from N5,0 0 0,0 0 0,0 0 0 to
N7,50 0,0 0 0,0 0 0 divided into 15,0 0 0,0 0 0,0 0 0 ordinary shares of 50 kobo each (by the
14. By a Special Resolution passed at an Extra-ordinary General Meeting held on 27th
September 20 07 the authorised share capital of the Company was increased from
N7,50 0,0 0 0,0 0 0 to N10,0 0 0,0 0 0,0 0 0 divided into 20,0 0 0,0 0 0,0 0 0 ordinary shares of 50
kobo each (by the creation of 5,0 0 0,0 0 0,0 0 0 additional ordinary shares of 50 kobo each).
15. By a Special Resolution passed at the 39th AGM held on 26th November, 20 0 8 the
authorised share capital of the Company was increased from N10,0 0 0,0 0 0,0 0 0 to
N15,0 0 0,0 0 0,0 0 0 divided into 30,0 0 0,0 0 0,0 0 0 ordinary shares of 50 kobo each (by the
16. By a Special Resolution and Notice of Reduction dated the 30 th September, 20 11, the
authorised share capital of the Company was reduced from N15,0 0 0,0 0 0,0 0 0 to
N9,511,562,50 0 divided into 19,023,125,0 0 0 ordinary shares of 50 kobo each (by the
reduction of 10,976,875,0 0 0 ordinary shares of 50 kobo each).
ii. Rewording Clause 3(b) in the Memorandum of Association, to read:
“To establish, carry on, continue, extend and develop the business of a bank in Nigeria and,
elsewhere and in particular but without restricting the generality of the foregoing powers,
to carry on the business of receiving money in current, savings and or deposit accounts, of
paying and or collecting cheques drawn or paid in by customers and of making advances to
customers”.
iii. Revising the enactment year of the Companies and Allied Matters Act (“CAMA”) from 1990
to 20 0 4 in all applicable clauses in the MEMART.
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2(b) Alteration of the Articles of Association (“ the Articles” )
i. Rewording Clause 5 to read:
“Subject to the provisions of Section 141of the Act or any amendments thereto, if at any
time the share capital is divided into different classes of shares, the rights attached to any
class (unless otherwise provided by terms of issue of the shares of that class), may, whether
or not the Company is being wound up, be varied with the consent in writing of the holders
of three-quarters of the issued shares of that class or with the sanction of a special
resolution passed at a separate general meeting of the holders of shares of the class, the
provisions of these Articles relating to general meetings shall apply, but the necessary
quorum shall be two persons at least holding or representing by proxy one-third of the
issued shares of the class and that any holder of shares of the class present in person or by
proxy may demand a poll”.
ii. Rewording Clause 9 to read:
“Every person whose name is entered as a member in the Register of Members shall be
entitled without payment to receive within two months of the allotment and three months
from the date of a transfer (or within such other period as the conditions of the issue shall
provide) a transfer of all his shareholding to an account designated by the shareholder with
the Central Securities Clearing System Plc (“CSCS”) or the delivery of one share certificate
for all his shares or several certificates each for one or more of his shares upon payment for
every certificate of such amount as the Directors shall from time to time determine. Every
notice of share transfer or share certificate shall specify the shares to which it relates and
the amount paid up thereon. Provided that in respect of a share or shares held jointly by
several persons, the Company shall not be bound to issue more than one share certificate or
notice of transfer of the shareholding to more than one shareholder's account with CSCS,
and delivery of a share certificate or evidence of the CSCS transfer of shares to one of
several joint holders shall be sufficient delivery to all the joint holders.”
iii. Deleting from Clause 11: “(Altered by a Special Resolution passed on 12th March, 1979)”
such that the clause reads:
“The Company shall not give, whether directly or indirectly (whether by means of a loan,
guarantee, the provision of security or otherwise) any financial assistance for the purpose
of or in connection with a purchase or subscription made or to be made by any person of or
for any shares in the Company or in its holding company provided that nothing in this
regulation shall prohibit transactions mentioned in Section 159(3) of the Act.”
iv. Deleting from the Articles:
1. Clauses 12 to 15 on 'Lien on Shares'.
2. Clauses 16 to 21on 'Calls on Shares'.
3. Clauses 22 to 27 on 'Transfer of Shares'.
v. Rewording Clause 28 to read:
“The Company shall be entitled to charge a reasonable fee on the registration of every
probate, letter of administration, certificate of death or marriage, power of attorney, notice
in lieu of distringas, or other instrument.”
vi. Rewording Clause 29 to read:
“In case of death of a member, the survivor or survivors where the deceased was a joint
holder and the legal personal representatives of the deceased where he was a sole holder
shall be the only persons recognised by the Company as having any title to his interest in the
shares.”
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vii. Rewording Clause 30 to read:
“Any person becoming entitled to a share in consequence of the death or bankruptcy of a
member may, upon such evidence being produced as may from time to time properly be
required by the Directors and subject as hereinafter provided, elect either to be registered
himself as holder of the share or to have some person nominated by him registered as the
transferee thereof.”
viii. Rewording Clause 31to read:
“If the person so becoming entitled shall elect to be registered himself, he shall deliver or
send to the Company a notice in writing signed by him stating that he so elects. If he shall
elect to have another person registered he shall testify his election by executing to that
person a transfer of the share.”
ix. Deleting Clauses 33 to 39 on Forfeiture of Shares.
x. Rewording Clause 41to read:
“The holders of stock may transfer the same, or any part thereof in the same manner, and
subject to the same regulations, which the shares from which the stock arose might prior to
conversion have been transferred, or as near thereto as circumstances admit and the
Directors may from time to time fix the minimum amount of stock transferable but so that
such minimum shall not exceed the nominal amount of the shares from which the stock
arose”.
xi. Deleting “ or special” from Clause 44 such that the Clause reads:
“The Company may from time to time by ordinary resolution increase the share capital by
such sum, to be divided into shares of such amount, as the resolution shall prescribe.”
xii. Deleting Clause 45 on Pre-emptive Rights of Shareholders.
xiii. Rewording Clause 51to read:
“An AGM and a meeting called for the passing of a Special Resolution shall be called by at
least twenty-one days' notice in writing. A meeting of the Company other than an AGM or a
meeting for the passing of a Special Resolution shall be called by at least twenty-one days'
notice in writing. The notice shall be exclusive of the day on which it is served or deemed to
be served and of the day for which it is given and shall specify the place, the day, the hour of
meeting and the general nature of the business to be transacted, and shall be given, in the
manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the
Company in General Meeting, to such persons as are under the regulations of the Company,
entitled to receive such notices from the Company.
Provided that a meeting of the Company shall, notwithstanding that it is called by shorter
notice than that specified in this regulation, be deemed to have been duly called if it is so
agreed by all the members entitled to attend and vote thereat”.
xiv. Rewording Clause 53 to read:
“All business shall be deemed special that is transacted at an Extra-ordinary General
Meeting, and also that is transacted at an Annual General Meeting, with the exception of
declaring a dividend, the consideration of the audited financial statements and the reports
of the Directors and Auditors, the election of Directors in the place of those retiring and the
appointment of and the fixing of the remuneration of the Auditors, which shall be deemed
to be ordinary business.”
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xv. Rewording Clause 56 to read:
“The Chairman, if any, of the Board of Directors shall preside as Chairman at every General
Meeting of the Company, or if there is no such Chairman, or if he shall not be present within
thirty minutes after the time appointed for the holding of the meeting or is unwilling to act,
the Directors present shall elect one of their numbers to be the chairman of the meeting”.
xvi. Rewording Clause 80 (a) to read:
The Directors' tenure of office shall be as follows:
(a) The Chief Executive Officer and Executive Directors shall upon appointment to the
Board, serve in the respective offices until they attain the retirement age of 60
years, subject to the terms of engagement contained in their respective contract(s)
of Executive Employment, statutory and or regulatory directives.
xvii. Rewording Clause 91to read:
“The Directors to retire in every year shall be those who have been longest in office since
their last election, but as between persons who became Directors on the same day those to
retire shall (unless otherwise agreed amongst the Directors) be determined by the
precedence of their surnames in alphabetical order.”
xviii. Rewording Clause 95 to read:
“The Company may from time to time by ordinary resolution increase or reduce the number
of Directors generally, and may not determine in what rotation the increased or reduced
number is to go out of office”.
xix. To insert the following clauses after Clause 10 0 in the section on 'Proceedings of Directors'
which would read:
1. A Director may attend and participate at Board of Directors or Board Committee
meetings by physical attendance or attendance by means of video, telephone, or
any other electronic communication mode that allows the Director to hear and be
heard in his participation in deliberations of the meeting.
2. A Director attending a meeting by any electronic communication mode shall count
to form the quorum at the meeting and any resolution passed with votes cast by
such Director shall be valid as if the resolution was passed at a Board or Board
Committee meeting at which such Director was physically present.
3. The Chairman of the Board or a Board Committee may only Chair a meeting while
being physically present at such meeting.
4. The Directors shall determine the maximum number of meetings a Director may
attend by video, telephone, or any other electronic communication modes within a
financial year.
5. Notice of Board of Directors or Board Committee meetings may be served on every
Director or Alternate Director either personally or by dispatching the notice by post
or courier or by electronic mail (excepting short mail service and social media
platforms) to the given addresses provided that for notices to be served outside
Nigeria such notice shall be given only by post, courier or electronic mail.
6. Where a notice is served by post or courier, service is deemed to have been effected
at the expiration of seven (7) days from the time the notice is posted and a notice
served by electronic mail is deemed to have been effected at the time the electronic
mail is despatched.
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xx. In Clause 10 2, replacing “five minutes” with “thirty minutes” as the time after which the
Directors may appoint a Chairman for any Board or other meeting when the incumbent
Chairman is absent.
xxi. In Clause 10 4, replacing “five minutes” with “thirty minutes” as the time after which a
Committee may appoint a Chairman for any Board committee or other meeting when the
incumbent Chairman is absent.
xxii. Rewording Clause 117 to read:
“Except as by the Act, expressly authorised, no dividend shall be paid otherwise than out of
profit and subject to the conditions (if any) from time to time imposed by or under any
relevant legislation and or regulation.”
xxiii. Rewording Clause 118 to read:
“The Company shall maintain a Statutory Reserve Fund in accordance with the
requirements of the Banking Act.”
xxiv. Rewording Clause 119 to read:
“In addition to such payments as are provided for in Article 117 the Directors may at any
time set aside out of the profits of the Company such amounts as they think proper and
transfer them to an Ordinary Reserve Fund which shall at the discretion of the Directors be
applicable for any purpose to which the profits of the Company may be properly applied,
and pending such application may, at their discretion, either be employed in the business of
the Company or be invested in such investments (other than shares of the Company) as are
permitted under the Banking Act and as the Directors may from time to time think fit. The
Directors may also without placing the same in the Ordinary Reserve Fund carry forward
any profits, which they may think prudent not to divide.”
xxv. Rewording Clause 120 to read:
“Subject to the rights of persons, if any, entitled to shares with special rights as to
dividends, all dividends shall be declared and paid according to the amounts paid or
credited as paid. All dividends shall be apportioned and paid proportionately to the
amounts paid or credited as paid on the shares during any portion or portions of the period
in respect of which the dividend is paid; but if any share is issued in terms providing that it
shall rank for dividends as from a particular date such share shall rank for dividend
accordingly.”
xxvi. Deleting Clause 121on “Unpaid Calls”.
xxvii. Deleting from Clauses 127, 128 and 129 all references to “Profit and Loss Accounts” and
“Balance Sheet” and replacing same respectively with “Consolidated and Separate
Statements of Profit or Loss and Other Comprehensive Income” and “Consolidated and
Separate Statements of Financial Position”.
2(c) “That following the deletion of the above-stated clauses from the Articles of the Company,
all the clauses retained in the Articles be renumbered accordingly and all typographical
errors in the Articles amended”.
2(d) “That all sections of the CAMA cited in the Company's MEMART should be reviewed and or
amended to ensure correctness”.
2(e) “That the Company's MEMART incorporating the above-listed amendments, be and are
hereby approved and adopted as the MEMART of the Company, in substitution for and to
the exclusion of all previous editions thereof”.
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2(f) “That the Company Secretary be and is hereby authorised to file the amended MEMART of
the Company at the Corporate Affairs Commission”.
NOTES
a) PROXY
A member of the company entitled to attend and vote is entitled to appoint a proxy to
attend and vote in its, his or her stead. A proxy form is supplied with the Notice. Executed
proxy forms should be duly stamped at the Stamp Duties Office and deposited at the office
of the Company Registrar, GTL Registrars Limited, 2 Burma Road, Apapa, Lagos not less
than forty-eight (48) hours before the meeting.
b) STATUTORY AUDIT COMMITTEE
Any member may nominate a shareholder for election as a member of the Statutory Audit
Committee by giving notice in writing of such nomination to the Company Secretary at
least twenty-one (21) days before the Annual General Meeting.
c) CLOSURE OF THE REGISTER OF MEMBERS
The Register of Members and Transfer Books of the Company will be closed from Monday,
16th May 20 16 to Friday, 20 th May 20 16 (both days inclusive).
d) RIGHT OF SHAREHOLDERS TO ASK QUESTIONS
Pursuant to Rule 19.12 (c) of the Nigerian Stock Exchange's Rulebook 20 15, kindly note that
it is the right of every shareholder to ask questions not only at the meeting but also in
writing prior to the meeting. We urge that such questions be submitted to the Company
Secretariat not later than two (2) weeks before the meeting date.
BY ORDER OF THE BOARD
Somuyiwa Adedeji Sonubi
Company Secretary
FRC/ 20 13/ NBA/ 0 0 0 0 0 0 020 61
Stallion Plaza
36 Marina
Lagos
Dated the 9th day of May 20 16

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FINANCIAL HIGHLIGHTS
Gross Earnings Profit before Tax Profit After Tax
N117.21billion N14.55 billion N13.99 billion
Group
Dec 20 15
N’ Million
Group
Dec 20 14
N’ Million
%
Change
%
Change
Bank
Dec 20 15
N’ Million
Bank
Dec 20 14
N’ Million
Major Profit or Loss Account Items
Gross earnings 117,211 135,898 (14) 118,366 10 9,821 8
Profit before tax 14,548 27,70 8 (47) 18,141 20,691 (12)
Profit after tax 13,987 26,825 (48) 17,721 20,486 (13)
Earnings per share 83k 151k (45) 10 5k 121k (13)
Major Balance Sheet Items
Deposits from customers 570,639 527,617 8 569,116 507,431 12
Loans and advances 366,721 312,797 17 348,984 302,372 15
Total Assets 1,0 46,892 1,0 0 8,451 4 998,137 920,230 8
Total Equity 243,921 221,528 10 230,668 20 5,268 12
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Union Bank of Nigeria Plc (“UBN” or “the Bank”) was established in 1917 and is one of Nigeria's
long-standing and most respected financial institutions, offering a portfolio of banking services to
individuals, SMEs, commercial and corporate clients.
Our offerings include current, savings and deposit account services, funds transfer, foreign
currency domiciliation, loans, overdrafts, equipment leasing and trade finance. These services are
provided through an extensive network of over 325 sales and service centres, over 720 Automated
Teller Machines (“ATMs”) spread across Nigeria and alternate channels including online banking,
mobile banking, debit cards and point of sale systems.
Following the banking reforms initiated by the Central Bank of Nigeria (“CBN”), UBN in September
20 12, concluded a successful recapitalisation process with the injection of US$50 0 million by
Union Global Partners Limited (“UGPL”), a consortium of local and international investors. UGPL
acquired 65% of the Bank's shareholding while the Asset Management Corporation of Nigeria
(AMCON) held 20.0 4% with the remaining 14.96% held by a diverse group of shareholders. In
December 20 14 and January 20 15 respectively, Atlas Mara Limited acquired AMCON's
shareholding and majority shareholding in African Development Corporation, a member of the
UGPL Consortium.
Under new leadership, UBN redefined its ambition and mapped out a strategy to be a highly
respected provider of quality banking services. Execution of this strategy is well underway,
leveraging a robust transformation team largely focused on people, processes and technology.
The Bank's transformation efforts are yielding positive results as evident from its financial
performance. Other notable achievements to date include the successful migration to a new core
banking platform, implementation of a new mobile banking platform, launch of five smarter
banking centres, completion of over 10 0 + branch projects, implementation of a business process
management software, upgrade to a state of the art data centre, establishment of a central
processing centre to drive operational efficiencies and reinforcement of the talent base.
In October 20 15, UBN unveiled its new brand identity, signaling its evolution into a simpler, more
energized bank, dedicated to providing quality banking services. The new brand identity positions
the Bank competitively in the industry with opportunities to deepen existing customer
relationships and attract a new base of customers.
As UBN prepares to celebrate 10 0 years of serving clients in Nigeria, the pace of growth set by the
transformation programme is proof that the Bank is on track to regain its position as a leading
banking institution in Nigeria.
CORPORATE PROFILE
31December 20 15

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CHAIRMAN’S STATEMENT
Introduction
Distinguished shareholders, ladies and gentlemen, on behalf of the
Board of Union Bank of Nigeria Plc. (“UBN” or “the Bank”), it is my
pleasure to welcome you to the Bank's 47th Annual General Meeting.
This is my first statement to you as the Chairman of the Board of UBN. I
hereby present the annual report and accounts for the financial year
ended 31st December 20 15.
The Global Economy
20 15 was clouded by uncertainty across developed and emerging
markets, which led to slow growth or decline around most parts the
world. The global economy recorded a growth of 3.1%, a slight dip from
20 14's 3.4%. Slower growth in the world economy was attributed to
lower commodity prices, manufacturing slowdown in emerging markets, particularly China, and
financial market volatility. India overtook China as the fastest growing economy as it recorded
strong growth of 7.5% in 20 15 compared to 7.3% in 20 14 versus 6.9% growth recorded by China in
20 15.
For developed economies, the United States recorded strong employment growth in 20 15, which is
expected to result in higher wages, spending and higher inflation in 20 16. Consequently, for the
first time in almost a decade, interest rates in the U.S. increased by 0.25% to 0.5% in December
20 15. In the Eurozone, growth from Germany remained strong in 20 15 increasing to 1.7% due to an
expansionary monetary policy which stimulated domestic consumption. France and Spain also
recorded growth spurred by low oil prices, low interest rates and increased consumption.
In Sub-Saharan Africa (SSA), growth slowed to about 3.6% from 5.1% in 20 14 due to falling
commodity prices. Lower oil prices particularly affected Nigeria and Angola resulting in a decline in
foreign reserves and foreign exchange valuation pressures.
International Monetary Fund (IMF) projections indicate that global growth will reach 3.4% in 20 16,
with China expected to remain a key player in the global economy. Commodity dependent nations
in Africa and Latin America are however expected to face ongoing challenges in the near term due
to lower revenues. For these reasons and other fundamental domestic factors, SSA growth is
estimated at 3.3% in 20 16 from a previous forecast of 4.4% announced in October 20 15.
The Nigerian Economy
In 20 15, the Nigerian economy experienced volatility stemming from global financial pressures and
political uncertainty. The suspense surrounding the elections and the swearing in of a new
President was the focal point for the first half of 20 15. The knock-on effects from delayed elections
and subsequently delayed appointment of cabinet members, coupled with the decline in oil prices
resulted in slower gross domestic product (GDP) growth of 2.8% in 20 15, compared to the 6.2%
growth in 20 14.
The non-oil sector – largely driven by trade and agriculture – remained the core contributor to GDP;
while the oil sector shrank by 5.5%, following a 1.3% drop in 20 14. Inflation increased consistently
during the year with the 12-month inflation average at 9.0 % (vs. 8.1% in 20 14). This was attributed to
the impact of exchange rate depreciation on imported goods and services, as well as reduced
supply of food from the north-eastern part of Nigeria due to unrest in the region.
With the country's main revenue generator, Bonny Light crude oil, closing the year at $36.20
compared to $63.80 in December 20 14, the Federal Government's revenues were severely
depleted with several states failing to meet monthly obligations.
The Central Bank of Nigeria (“CBN”) introduced a range of currency control policies to ease the
pressure on the foreign reserves. These restrictions resulted in the removal of Nigerian bonds from
the JP Morgan Index for Emerging Markets.
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At the end of 20 15, the Federal Government proposed a N6 trillion budget for 20 16. The budget
included allocation of 31% for capital expenditure, 44% for non-debt recurring expenditure and
23% for debt servicing. The expansionary budget is expected to have a positive knock-on effect on
the economy in the form of job creation, infrastructure development and economic diversification.
The Banking Industry
Prevailing headwinds in the global and local economy gave rise to a number of policy changes to
support the monetary and fiscal tightening stance of the Federal Government. Key changes made
within the year include:
• Reduction in commission on turnover from N2 to N1per mille which took effect in January 20 15.
• The deadline for the implementation of higher capital adequacy ratio requirements under
Basel II was extended to June 20 16.
• Cash Reserve Requirement (“CRR”) harmonized at 31% in May 20 15 for public and private
sector deposits. Subsequently reduced to 25% and further to 20 % by year end.
• Reduction in the spending limits on Naira denominated cards abroad; ban on foreign currency
payments for local transactions, and the exclusion of 41import items from accessing foreign
currency at the official market.
• Sale of foreign exchange to Bureaux de Change (BDC) was halted.
• Decrease in monetary policy rate from 13% to 11% in order to improve market liquidity.
• Implementation of Treasury Single Account which resulted in the transfer of N1.2trillion (US$6
billion) of public sector funds.
• Increase in the General Loan Loss Provision from 1% to 2% for performing loans.
The operating environment for banks in Nigeria was significantly impacted by the combination of
the above mentioned regulatory changes, lower oil prices, policy constraints and declining value of
the Naira which ultimately affected the bottom-line. Furthermore, new capital requirements have
resulted in the need for additional capital to comply with regulation and support growth.
Our Bank
Our Transformation
In 20 15, we continued with the execution of our strategy to be a highly respected provider of
quality banking services in Nigeria. Our transformation to a simpler, smarter bank was evident
across several areas – physical infrastructure with the renovation of several of our branches;
technology upgrades; people, process enhancements and our re-energized brand. Notable
achievements made across our businesses and operations resulted in strong 20 15 financial results.
Our New Brand Identity
We unveiled our new brand identity at a spectacular launch event in October 20 15. The refreshed
brand positions us competitively in the Nigerian financial industry and enhances our ability to
attract a new customer base. We are now focused on providing simple and smart banking solutions
to all our customers.
Sustainability
In 20 15, we consolidated our sustainability efforts across the nine Nigerian Sustainable Banking
Principles. We acknowledge that our commitment to good stewardship stems from direct
ownership of our actions as an organization and ensuring we understand the direct impact these
have on our environment.
We have implemented a more structured approach towards monitoring our Environmental and
Social (“E&S”) footprint and have created detailed E&S risk processes which govern how we
conduct business.
We continue to be an industry leader and a key contributor to financial inclusion. We have
established new collaborative partnerships across the industry, with sustainability oriented
organizations and reconfigured our governance framework to ensure we have the right level of
engagement with all relevant stakeholders.
31December 20 15

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Our approach to sustainability is long term and we will continue doing business in a manner that is
beneficial to our clients, our employees, our business, our communities and our environment.
Changes in our Group Structure
In compliance with CBN's Regulation 3 on the Scope of Banking Activities and Ancillary Matters,
which restricts Nigerian banks to operate as commercial, merchant or specialized banks, we are
pleased to say that we have successfully and profitably completed divestment of the following
subsidiaries: Union Capital Markets Limited, Union Assurance Company Limited, UBN Insurance
Brokers Limited, Union Registrars Limited, Union Trustees Limited and Union Homes Savings and
Loans Plc.
Divestment of UBN Property Company Limited is ongoing. Union Pension Custodians Limited has
been liquidated and regulatory approval has been granted by the Corporate Affairs Commission.
Financial Performance in 20 15
The quality of our earnings is one of the critical pillars of Union Bank's transformation efforts and
the Board and Management are committed to delivering consistent growth in earnings to ensure
that we are able to return value to all shareholders in the near future.
The Bank maintained its positive performance trajectory in spite of challenging market conditions.
This is a testament to the success of our transformation efforts and reflects the significant
investments we have made in our people, platforms and processes.
Gross earnings for the Bank increased by 8% from N10 9.8billion in 20 14 to N118.4billion in 20 15. This
includes N3.6billion one-off gain on disposal of subsidiaries as we continued the implementation
of CBN Regulation 3. Profit before tax (“PBT”) for the Bank closed at N18.1billion for 20 15. Excluding
one-off gain of N3.6billion from sale of subsidiaries, core PBT grew from N14.4billion in 20 14 to
N14.6billion in 20 15.
Operating expenses reduced by 2% from N57.2bn in 20 14 to N56.0 bn in 20 15. The downward trend
in expenses is expected to continue and reflects our cost efficiency efforts over the past 18 to 24
months. Our cost-to-income ratio remained at the 20 14 level of 67%.
Customer deposits are up 12% to N569.1billion (N507.4billion in Dec 20 14), compared to 6% growth
achieved year-on-year in 20 14; reflecting increased customer confidence, a re-energised brand
and the success of new products. Loans and advances also increased by 15% to N349billion for the
Bank as we continued our risk-conscious growth in priority sectors of the economy.
Board Changes
In 20 15, Senator Udoma Udo Udoma, Mr. Adekunle Adeosun and Mr. Dickie Ulu resigned from the
Board of Directors. I would like to thank them for their valuable contributions to Union Bank during
their tenure. We welcome Mr. Adekunle Sonola as an Executive Director as well as Mrs. Beatrice A.
Hamza-Bassey, Ms. Arina McDonald and Mr. John Vitalo as Non-Executive Directors.
Awards and Recognition
Union Bank received several awards in 20 15 reflecting the significant enhancements in our
platforms and our capabilities. Notable awards include:
• “Best Bank to Support Nigeria's Small and Medium Scale Enterprises” - Business Day
• “Best Participating Bank in Nigeria” – CBN Agricultural Credit Guarantee Scheme Fund
• “Best Commercial Agriculture Bank” - Nigeria Agriculture Awards
• “Cashless POS Activation Champion” – Mastercard
Outlook for 20 16
We expect the challenging macroeconomic environment to persist in 20 16 with oil prices
remaining depressed. Nevertheless, we expect that as the government executes its economic
priorities - seeking further diversification of the economy and increasing investments in capital
infrastructure - the non-oil sectors should receive a boost, creating significant opportunity for
consumers, industry and investors.
31December 20 15

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31December 20 15
For the banking sector in 20 16, we remain optimistic about the opportunities to build a sustainable
future for Union Bank and will continue to pursue sustainable growth by executing our strategic
priorities across our business segments.
Conclusion
Ladies and Gentlemen, on behalf of the Board, I thank you sincerely for your unreserved support
and continued trust and confidence in Union Bank. A special thank you to our staff for their hard
work throughout the year and to our loyal customers who have remained with us along our journey.
We all remain committed to achieving the transformation of Union Bank.
Thank you.
Cyril Odu
Chairman

16
CHIEF EXECUTIVE OFFICER'S STATEMENT
Dear Shareholders,
It is my pleasure to welcome you to the 47th Annual General Meeting of
our bank, Union Bank of Nigeria Plc. I am pleased to inform you that we
made significant strides in 20 15 to advance Union Bank's ambition to be a
highly respected provider of quality banking services. This is
notwithstanding a turbulent macroeconomic climate and regulatory
developments impacting bottom-line across the banking industry.
The Bank was successful in executing key initiatives in 20 15 which have
positioned us more competitively in the industry and ultimately will help
Union Bank become more profitable in the short and long term. Here are
some of the successes recorded in 20 15:
Our Brand Refresh: A refreshed brand identity was unveiled in October
20 15 to reflect our new simpler, smarter proposition. Our iconic white stallion which represents
decades of heritage is now more dynamic and energetic, and we have updated the identity to be
more vibrant and contemporary. Based on customer responses, we believe that our refreshed
brand positions us more competitively in the industry and we are now better able to broaden our
customer base.
Network Upgrade: We made significant progress in the optimization of our sales and service
centres around the country. So far we have completed 110 projects including refurbishments, new
builds, relocations and closures. We also increased our ATM footprint by 12% bringing our total
number of active ATMs to 710 by the end of 20 15. These efforts ensure our customers are able to
access services more easily, in the right locations and in a professional environment.
Technology Upgrade: We successfully migrated to our new core banking platform. This was a
major undertaking for the bank and we delivered the new platform without any downtime or
significant disruption to service for our customers. The Bank has also built a state of the art data
centre which compares to none other in the market today. These upgrades are yielding results and
we have achieved 20 % reduction in transaction processing times, improving service delivery to our
customers and opening up our capacity for future growth. Our mobile and online banking
platforms were also upgraded leading, to increased adoption of the platforms by customers in
20 15.
Process Optimisation: We continued to overhaul and streamline key processes in the bank to
ensure efficiency and consistent service delivery to our customers. Some of these included
migrating processes to the new Central Processing Centre, outsourcing cheque and mailroom
management and restructuring the ATM reconciliation process.
People and Organization: With critical hiring concluded in 20 15, we now have in place a
professional and credible leadership team driving our business and transformation. Carlos
Wanderley, who has over 23 years' experience in banking and consumer retail in developed and
emerging markets, now heads our Retail banking business. Adekunle Sonola, who has over 24
years' experience in corporate and investment banking, is now Head of our Commercial banking
business. Both business heads joined the Bank in early 20 15.
We also enhanced our talent development model by introducing employee engagement
programmes, active mentoring initiatives and a performance management system.
Business Model Enhancement: In Retail Bank, we are driving a low cost model which has
significantly improved service delivery to our customers and also increased the use of our various
channels. Our product portfolio was streamlined and two innovative savings products were
introduced to the Nigerian market.
The Commercial Bank was restructured to be leaner and more efficient. We also enriched our sales
force effectiveness programs to ramp up customer acquisitions and grow the commercial banking
client base.
Within Corporate Bank, we have further strengthened the team by recruiting sector and product
experts. We migrated over 180 corporate clients onto the UnionOne payments and trade platform,
increasing transactional banking activity and income.
31December 20 15

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Our Premium Desk Service for top tier corporate clients continues to deliver superior customer
experience to corporate customers. We have assembled a proactive and knowledgeable Treasury
team that is well able to manage market volatility and has moved Union Bank's ranking on the
Financial Markets Dealers Quotations from 20 th place in 20 14 to 8th position in 20 15.
Service Excellence: Our improvement in service delivery was affirmed through customer
responses and our improved ranking on independent industry surveys including the KPMG 20 15
banking survey.
Our Financial Performance in 20 15
The Bank continues to deliver consistent financial performance since returning to profitability in
20 12. In 20 15, Union Bank recorded profit before tax (“PBT”) of N18.1billion. Notwithstanding the
tougher operating environment and excluding one-off gains from the sale of subsidiaries in 20 15,
our core PBT grew from N14.4billion in 20 14 to N14.6billion in 20 15.
At the Group level, with the sale of our non-banking subsidiaries largely concluded in 20 14, gross
earnings and PBT are expectedly lower in 20 15 without the one-off gains from the previous year.
We are now a leaner and more efficient group, focused on core retail, corporate and commercial
banking.
We have successfully kept operating costs down for the fourth consecutive year, while making
investments in technology, people, processes and marketing communication. Loans and Advances
were up 15% to N349billion for the Bank and 17% to N367billion for the Group owing largely to risk-
conscious growth in target sectors of the economy. Additionally, our balance sheet remains strong
with total assets for the Bank and Group closing at N998billion and N1,0 47billion respectively.
Our Expectations for 20 16
While market conditions in Nigeria, and globally, are expected to remain challenging in 20 16, I am
confident that the Bank is well-positioned to navigate the economic headwinds given our clearly
mapped out strategic priorities, our energised workforce and our commitment to innovation and
cost management. We are focused on execution to ensure we accomplish our objectives in the
short and long term. We have agreed to focus on the following priorities:
• We will continue to drive our business priorities, focusing on growing our deposit base,
transactional income and client base. We are proactively managing our risks, reducing
operational costs, effectively utilising capital and managing liquidity.
• From a growth and differentiation perspective, we will focus on trade and retail, growing our
public sector business in light of the opportunities created by the new administration, as well as
drive more value chain synergies across our businesses in Nigeria and the UK.
• We continue to focus on attracting, rewarding and retaining the right talent as well as driving a
productive employee base through training and providing the right tools and environment to
foster employee growth and satisfaction.
• We will leverage and foster innovation to drive long-term value creation for the Bank by
improving customer acquisition, customer retention and customer expansion.
• We are committed to enhancing the Bank's market perception and share-of-mind with existing
and target consumers.
Today, we are a stronger Bank, better able to serve our customers with innovative products and
professional services. We will continue to build on these successes which are already starting to
yield financial success for the Bank.
On behalf of the management and staff, I thank you, our esteemed shareholders, for your
continued support and steadfast loyalty. As we push forward into 20 16, I assure you of our
commitment to returning Union Bank to its position as a leading financial services provider in
Nigeria.
Emeka Emuwa
Chief Executive Officer
31December 20 15

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A. Directors
1
• Udoma Udo Udoma, CON - Chairman
2
• Cyril Odu - Chairman
• Emeka Emuwa - Chief Executive Officer
3
• Adekunle Adeosun - Executive Director
• Oyinkansade Adewale - Executive Director/ Chief Financial Officer
• Kandolo Kasongo - Executive Director/ Chief Risk Officer
• Ibrahim Kwargana - Executive Director
• Emeka Okonkwo - Executive Director
4
• Adekunle Sonola - Executive Director
• Mansur Ahmed - Non-Executive Director
• Onikepo Akande, CON - Non-Executive Director
• John Botts - Non-Executive Director
• Richard Burrett - Non-Executive Director
• Ian Clyne - Non-Executive Director
5
• Beatrice Hamza-Bassey - Non-Executive Director
• Richard Kramer - Non-Executive Director
5
• Arina McDonald - Non-Executive Director
• Adeyemi Osindero - Non-Executive Director
5
• John Vitalo - Non-Executive Director
1 Resigned as Chairman with effect from 11th November, 20 15
2 Appointed as Chairman with effect from 24th November, 20 15
3 Resigned with effect from 10 th October, 20 15
4 Appointed with effect from 15th July, 20 15
5 Appointed with effect from 21st July, 20 15
Company Secretary
Somuyiwa Sonubi
B. Professional Advisors
Auditors
KPMG Professional Services
KPMG Tower
Bishop Aboyade Cole Street
Victoria Island,
Lagos
Registrar & Transfer Office
GTL Registrars Limited (former Union Registrars Ltd)
2, Burma Road
Apapa
Lagos
Board Appraiser
DCSL Corporate Services Limited
235, Ikorodu Road
Ilupeju
Lagos
Registered Office
Stallion Plaza
36 Marina
Lagos
DIRECTORS, OFFICERS AND PROFESSIONAL ADVISORS
31December 20 15

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C. Management Team
Emeka Emuwa Chief Executive Officer
Oyinkansade Adewale Chief Financial Officer
Omolola Cardoso Head, Group Corporate Strategy
Luxhman Jayaratne Head, Operations & Information Technology
Kandolo Kasongo Chief Risk Officer
Ibrahim Kwargana Head, Public Sector
Joseph Mbulu Transformation Director
Emeka Okonkwo Head, Corporate and Investment Banking
Adekunle Sonola Head, Commercial Banking
Miyen Swomen Head, Human Resources
Carlos Wanderley Head, Retail Banking
Olabode Abikoye Head, AgriBusiness
Olanireti Abimbola Head, Internal Control
Joyce Adekoya Head, Risk Governance
Taiwo Adeneye Head, Treasury Operations
Oluwagbenga Adeoye Head, Financial Control
Sheahan Arasaratnam Head, Retail Products
Bulus Ayuba Head, Branch Operations & Services, North
Olugbenga Babatunde Head, Information Technology Operations
Fatai Baruwa Head, Special Projects
Lateef Dabiri Head of Operations
Rosemary David-Etim Regional Commercial Executive, South South
Abigail Duopama-Obomanu Head, Branch Coordination
Olusegun Edun Head, Credit Risk Analysis (Corporate)
Ogochukwu Ekezie-Ekaidem Head, Corporate Affairs & Corporate Communication
Ikechukwuka Emerole Head, Treasury
Chidi Ileka Head, Transaction Banking, Trade & Cash
David Isiavwe Chief Audit Executive
Abolade Jegede Regional Commercial Executive, Lagos Mainland
Adebanji Jimoh Head, Sales and Distribution
Ali Kadiri Head, General Markets
Pearl Kanu Group Head, Commercial
Segun Lamidi Head, Head Office Operations
Agatha Mbanefo Head, Customer Care
Magnus Nnoka Head, Business Support and Recovery
Roseline Nwayo Deputy Chief Audit Executive
Gbolahan Ogundipe Head, Foreign Operations
Mobolade Ojeahere Head, Cash Management
Morenike Olabisi Head, Fast Moving Consumer Goods
Babatunde Olagbaju Head, Credit Portfolio Management & Regulatory Compliance
Biyi Olagbami Chief Credit Officer
Ayodele Olaiya Head, Value Chain Banking
Uche Olowu Head, Energy Upstream/ Oil Services
Gloria Omereonye Group Head, Commercial
Ifeanyi Opara Head, Energy Downstream
Folorunsho Orimoloye Head, Alternative Channels
Oghenefovie Oyawiri Head, Operational Risk Management
Morayo Oyeleke Head, Learning Academy
Kabir Sarkin-Pawa Regional Commercial Executive, North
Rabiu Tata Head, Public Sector Group, Abuja/ North
Imoh Udoh Group Head, Commercial
Maria Udoh Public Sector Relationship Manager
Momohjimoh Umar Regional Commercial Executive, Lagos Island
Maurice Phido Managing Director, Union Bank UK Plc
Olufemi Okanlawon Head, South Africa Representative Office
31December 20 15

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Cyril Odu - Chairman
Mr. Cyril Odu joined the Board in 20 12 and was appointed Chairman of
the Board of Directors in November 20 15. Prior to his appointment as
Chairman, Mr. Odu was the Chairman of the Bank's Risk Management
Committee and served as a member of the Finance and General Purpose
and Credit Committees. Mr. Odu has nearly 45 years of professional,
managerial and director level experience. His 40 -year distinguished
career at ExxonMobil saw him rise from Trainee to Vice Chairman of the
Board of Mobil Producing Nigeria and Chief Financial Officer of
ExxonMobil Upstream Companies in Nigeria, making him the highest
ranking Nigerian in the organisation until his retirement in 20 12. In 20 0 8,
he served on a presidential committee tasked with accelerating the
expansion of Nigeria's power infrastructure. After his retirement from
Exxon Mobil in 20 12, Mr. Odu joined African Capital Alliance and is
currently Chief Executive Officer of the firm.
Emeka Emuwa - Chief Executive Officer
Mr. Emeka Emuwa joined the Bank in November 20 12. He began his
career with a stint in Ernst & Young before joining Citibank where he grew
through the ranks from Management Trainee to Managing Director,
Citibank Nigeria Limited, and Citi Country Officer, Nigeria. At Citibank, he
served as Citi Country Officer in Cameroon, Tanzania, Gabon, Congo,
Ghana and Niger and also worked in various positions within Nigeria. In
20 0 5, he became the first Nigerian to be appointed as Chief Executive
Officer and Managing Director of Citibank Nigeria Limited. In the course
of his career, he has at various stages held positions as Director, Accion
Microfinance Bank Nigeria; Chairman, Nigeria-Portugal Friendship and
Business Association; Chairman, Junior Achievement Nigeria; Director,
American Business Council.
Oyinkansade Adewale - Executive Director and Chief Financial Officer
Mrs. Oyinkan Adewale joined the Bank as Executive Director/ Chief
Financial Officer in October 20 12. She is a chartered accountant and
financial control expert with over 34 years of experience in the audit,
financial and banking sectors. She is a Fellow of the Institute of Chartered
Accountants of Nigeria and has held several board and executive
positions throughout her career. In 20 0 9, the CBN appointed her as an
Executive Director and Chief Financial Officer of Oceanic Bank Nigeria
Limited with oversight of all the bank's 13 subsidiaries, the Risk
Management Group, Finance Group and Strategic Planning. She also
served as Integration Manager in the merger between Oceanic and
Ecobank Nigeria. Mrs. Adewale co-founded SIAO, a leading indigenous
accounting firm in Nigeria and was pioneer Managing Director/ Chief
Operating Officer of Renaissance Group, Africa.
PROFILE OF BOARD MEMBERS
31December 20 15

21
Mansur Ahmed - Non-Executive Director
Engr. Mansur Ahmed joined the Board as a Non-Executive Director in
October 20 07. Mansur Ahmed is a professional with over 40 years of
experience that spans the manufacturing industry, commerce and
development financing. In the course of his career he has served at
Dunlop Nigeria Industries Limited, Bagauda Textiles Limited, Kaduna
Textiles Limited, the New Nigerian Development Company Limited and
the Nigerian National Petroleum Corporation all in director-level
capacities. Passionate about good governance and a responsible private
sector, he spearheaded, as the CEO of the Nigerian Economic Summit
Group, a campaign for the improvement of corporate governance and
corporate social responsibility in Nigeria.
Dr. Onikepo Akande CON (Mrs.) - Non-Executive Director
Dr. (Mrs.) Onikepo Akande joined the Board as a Non-Executive Director
in April 20 0 8. Dr. (Mrs.) Akande's career spans over 40 years in Financial
Management and Business Administration. She was a Director of the
Nigeria Industrial Development Bank (now the Bank of Industry) and the
National Insurance Corporation of Nigeria (NICON). She also served as a
member of the Board of Trustees of the National Centre for Women
Development. She was the first female Minister of Industry in Nigeria. She
is a recipient of the national honour, Commander of the Order of the
Niger (CON) she was also Chairman, International Development
Company Limited, a Board member of the Harvard Business School
Alumni Association of Nigeria (HBSAN), a Director of PZ Foundation.
She is currently the President of the Lagos Chamber of Commerce and
Industry.
John Botts - Non-Executive Director
Mr. John Botts joined the Board in 20 12. He is based in London and is a
Senior Adviser to Allen & Company Advisors LLP and Corsair Capital
LLC, Non-Executive Chairman of Euromoney Institutional Investor Plc,
Chairman of The Ink Factory Films Limited, Director of Brait SE, Trustee
of the Tate Foundation and Chairman of Glyndebourne Productions
Limited. Previously, he was Chief Executive of Citicorp's Investment Bank
in Europe, Middle East and Africa (and served as Chairman of Citicorp's
Venture Capital Investment Committee in Europe); Chairman of UBM Plc,
Sylvania Lighting International and Simplify Digital Limited; Non-
Executive Director of Songbird Estates Plc, Stanhope Plc; Governor of
the University of the Arts and Trustee of the National Theatre
Foundation. In 20 03, he was presented with an Honorary CBE
(Commander of the Order of the British Empire).
31December 20 15

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Richard Burrett - Non-Executive Director
Mr. Richard Burrett joined the Board in 20 13. He has a career of over
thirty years in international finance and banking. He is currently a partner
at Earth Capital Partners, an investment management business that
targets sustainable asset classes and a Fellow of the University of
Cambridge Institute for Sustainability Leadership. He spent 20 years at
ABN AMRO, where he developed vast experience in project and
structured finance, specializing in the energy and infrastructure sectors.
He was also instrumental to the creation of the Equator Principles, a
market recognized standard for managing environmental and social risk
issues in project financing. He has held a number of board level advisory
roles and has been Co-Chair of the United Nations Environment
Programme Finance Initiative.
Ian Clyne - Non-Executive Director
Mr. Ian Clyne joined the board of Union Bank of Nigeria Plc in 20 14. His 37
year career began at the National Australia Bank Group in 1978. He has
worked in various executive management positions in international
companies around the world, including the Papua New Guinea Banking
Corporation and the Calyon Group (formerly Banque Indosuez). In his
immediate past role as the MD/ CEO of Bank South Pacific Limited, a
publicly listed company on the Port Moresby Stock Exchange, he
oversaw a successful transformation programme. He holds a Bachelor of
Business Management Studies from the University of Technology, Perth,
Australia.
Beatrice Hamza-Bassey (Mrs.) - Non-Executive Director
Mrs. Beatrice A. Hamza Bassey joined the Board in 20 15. She is currently
the General Counsel and Chief Compliance Officer at Atlas Mara Limited.
A lawyer of great repute with extensive experience in corporate
governance and financial institutions, she is an authority in compliance
and has represented clients globally in compliance and anti-corruption
matters. Beatrice interfaces with U.S. and international regulators,
designs integrated compliance programmes, policies and procedures
tailored to client specification, internal investigations and more. She is
Fellow of the David Rockefeller Fellows Program. She has also served as
Director, PowerPlay NYC, Self Help Africa, and the Nigerian Higher
Education Foundation.
31December 20 15

23
Kandolo Kasongo - Executive Director and Chief Risk Officer
Mr. Kandolo Kasongo joined the Bank as an Executive Director and Chief
Risk Officer in 20 13. Prior to joining the Bank, He served as Head of Credit
at Stanbic IBTC Holdings Plc. Mr. Kasongo has built a 30 year career in the
banking industry. In the area of risk management, he commenced with
his role at Citibank as Head of Risk and Senior Credit Officer for East,
West and North/ West Africa successively, based in Johannesburg,
Abidjan/ Lagos and Cairo. After 27 years at Citigroup, he moved to
Barclays Bank as Risk Director for Global Retail and Commercial Banking,
where he had oversight for 14 African countries, the Middle East, India,
Pakistan, and Russia.
Richard Kramer (OFR) - Non-Executive Director
Mr. Richard Kramer joined the Board as a Non-Executive Director in 20 12.
He is the Chairman of African Capital Alliance, an organization that has
pioneered the management of private equity investments in high
potential sectors of the Nigerian economy. A trained accountant, he
earned an MBA from Harvard Business School prior to joining Arthur
Andersen in 1958, where he worked in all regions. He became the
founding Managing Partner of the firm in Nigeria in 1978. On his
retirement in 1994, Mr. Dick Kramer remained in Nigeria to consult, invest
and continue community service activities. He is a member of the Lagos
Business School Advisory Board and the American Business Council. He
was the founder and first Vice Chairman of the Nigeria Economic Summit
Group; President, Harvard Business School Association of Nigeria
(HBSAN); Head, Technical Team and Member of Vision 20 10 Committee.
He is also a recipient of the Zik Prize in Leadership.
Ibrahim Kwargana - Executive Director and Head of Public Sector
Mr. Ibrahim Abubakar Kwargana joined the Bank in 20 0 9 and is
responsible for the Bank's Public Sector Business. Mr. Kwargana has 35
years of experience which spans personnel administration, industrial
relations, internal audit, banking operations, marketing and customer
relationship management. He served as Deputy General Manager and
Chief Auditor at First Bank of Nigeria Plc. He was also the General
Manager, Operations and Resources, FBN (Merchant Bankers) Limited.
At the Nigerian International Bank Limited (a subsidiary of the Citigroup)
he held strategic roles as the Deputy General Manager and Head of
Branch Operations.
31December 20 15

24
Arina MacDonald (Ms.) - Non-Executive Director
Ms. Arina McDonald joined the Board in 20 15. She is the Chief Financial
Officer of Atlas Mara Limited. Arina McDonald has over 19 years of
experience in banking and financial services. She is a qualified Chartered
Accountant, began her career at Coopers and Lybrand, and in 1998
joined the London office of PricewaterhouseCoopers in the Banking and
Capital Markets Tax Division. She thereafter worked for Goldman Sachs'
London office as Director: European Tax. In 20 02, she joined the
Standard Bank of South Africa Group, where she held various leadership
positions including as Head of Tax, part of the Investment Banking
Acquisition and Debt Advisory Services team and the Corporate
Development M&A team. From 20 0 9, Arina was the CFO for the
Standard Bank Group's 17-country African businesses, outside of South
Africa. In 20 14 she became Head of Group Central Finance before joining
Atlas Mara Limited as CFO in November 20 14.
Emeka Okonkwo - Executive Director and Head of Corporate and Investment Banking
Mr. Emeka Okonkwo joined the Bank in 20 13 as an Executive Director,
heading the Bank's Corporate and Investment Banking businesses. His
career in the banking industry commenced 25 years ago as an officer in
Citigroup Nigeria. It has spanned Corporate Finance, Credit Risk
Management, Marketing, Treasury and Strategic Management in
Citigroup Nigeria and London. In 20 0 9, he was appointed to the board of
Citigroup Nigeria as an executive director for Commercial Banking and
Global Subsidiaries. Prior to joining Union Bank, he was head of the
Global Banking Division of Citigroup Bangladesh and had responsibility
for client relationships of the corporate, financial institutions, public
sector and global subsidiaries in the country.
Dr. Adeyemi Osindero - Non-Executive Director
Dr. Adeyemi Osindero joined the Board in 20 12 as a Non-Executive
Director. He is the Managing Director and Head, West Africa Private
Equity, Standard Chartered Private Equity Ltd. He began his career in the
Investment Banking Division at Goldman Sachs, advising companies on
mergers and acquisitions, IPOs and financing. He joined Virgin
Management Limited as an Investment Manager, where he was
responsible for financial advisory, strategy and new business initiatives
for various companies within the Virgin Group. Dr. Osindero was a
founder of Virgin Nigeria Airways, and served as its Chief Operating
Officer. He has also served on the Boards of Seven Energy International,
GZ Industries Nigeria and KANN (holding company for Abuja Electricity
Distribution Company).
31December 20 15

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Adekunle Sonola - Executive Director and Head of Commercial Banking
Mr. Adekunle Sonola joined the Bank in 20 15 as an Executive Director in
charge of the Bank's Commercial Banking business. Prior to joining the
Bank, he worked at Guaranty Trust Bank Plc where rose from member of
the Corporate Finance Group to Divisional Head, Corporate Banking. He
left Guaranty Trust Bank Plc as pioneer Managing Director, East Africa,
where he successfully rolled out the franchise in Uganda, Rwanda and
Kenya. He was prior to that, Director, Investment Banking Africa,
Standard Bank of South Africa. Adekunle has more than 24 years of
banking experience. He is an Alumnus of the Durham University Business
School, Durham United Kingdom and holds a Bachelor's Degree in
English from Ogun State University, Ogun State, Nigeria, an LL.B in Law
from Obafemi Awolowo University, Ile Ife, Nigeria.
John Vitalo - Non-Executive Director
Mr. John Vitalo joined the Board in 20 15. He has over 25 years' experience
in the financial services industry. He is CEO of Atlas Mara Limited, which
he joined in 20 14 from Barclays PLC where he was Chief Executive
Officer, Middle East & North Africa since 20 0 9, responsible for all aspects
of the company's activities in the region, including wealth management,
retail and business banking, investment and corporate banking and
infrastructure. His previous roles at the company included CEO of Absa
Capital – where he built Absa Capital into an award winning investment
bank. Prior to Barclays, John was at Credit Suisse First Boston, where he
held a number of senior positions in London and New York. He also
serves as a Non-Executive Director on the board of African Banking
Corporation Holdings (ABCH) and is the Non-Executive Chairman of
Banque Populaire du Rwanda
31December 20 15

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Corporate Governance practices in Union Bank of Nigeria Plc (“UBN” or “the Bank”) are as codified
in the Central Bank of Nigeria's (“CBN”) Code of Corporate Governance of 20 14, the Securities and
Exchange Commission (“SEC”) Code of Corporate Governance of 20 03, the Banks' and Other
Financial Institutions Act of 1991(as amended) and other relevant statutes, which provide
guidance for the governance of the Bank, compliance with regulatory requirements as well as, the
core values upon which the Bank was founded. These codes and statutes are geared towards
ensuring the accountability of the Board of Directors (“the Board”) and Management to the
stakeholders of the Bank in particular and emphasize the need to meet and address the interests of
a range of stakeholders, to promote the long-term sustainability of the Bank.
UBN is committed to the best corporate governance practices and believes that adherence and
commitment to high governance principles and standards is the panacea for effective control and
management of the Bank. The principle of good corporate governance practices is an important
ingredient in creating, protecting, promoting and sustaining shareholders' interests, rights and
values, as well as delivering excellent service to our customers. The Bank is committed to the
highest ethical standards and transparency in the conduct of its business.
In compliance with the requirements of the CBN, the Bank undertakes internal reviews of its
compliance with defined corporate governance practices and submits reports on the Bank's
compliance status to the CBN. An annual board appraisal review is also conducted by an
independent consultant appointed by the Bank, whose report is submitted to the CBN and
presented to shareholders at the AGM of the Bank, in compliance with the provisions of the CBN
Code of Corporate Governance.
Securities Trading Policy
To further demonstrate its commitment to transparency and ensure compliance with regulatory
requirements, the Bank has developed a Securities Trading Policy in line with the Codes of
Corporate Governance of the CBN and SEC respectively, and Section 14 of the Amendment to the
Listings Rules of the Nigerian Stock Exchange. The Policy restricts the directors, staff,
shareholders, key management personnel, third party service providers or any other connected
persons who have direct or indirect access to the Bank's insider information from dealing in the
Bank's securities. It also prohibits the trading of the Bank's securities during 'close' periods. The
policy is designed to ensure that its compliance is monitored on an ongoing basis.
Complaints Management Policy
The Bank's Complaints Management Policy has been prepared pursuant to the Rules Relating to
the Complaints Management Framework of the Nigerian Capital Market issued by the SEC on 16th
February, 20 15. The Policy applies strictly to the Bank's shareholders and provides an avenue for
them to make complaints regarding their shareholding and relationship with the Bank.
The Complaints Management Policy aims to promote and safeguard the interest of the Bank's
shareholders and investors, with its primary objective of ensuring that the activities of the board
and management are in the best interest of the Bank and its shareholders. The policy sets out the
process and channels through which shareholders can submit their complaints, and the process for
managing these complaints.
The Registrar and Company Secretary are jointly responsible for the implementation of this policy.
Remuneration Policy for Directors and Senior Management
The Bank's Remuneration Policy for directors and senior management is geared towards
attracting, retaining and motivating the best talent and enables the Bank achieve its financial,
strategic and operational objectives. The policy sets out amongst others, the structure and
components of the remuneration packages for Executive and Non-Executive Directors, and
ensures that the remuneration packages are in compliance with the CBN and SEC codes of
corporate governance.
In line with the provisions of the extant regulations and codes of corporate governance, the
remuneration of directors and senior management are set at levels which are fair and competitive,
CORPORATE GOVERNANCE IN UNION BANK
31December 20 15

27
and take into consideration the economic realities in the financial services sector and the Bank's
financial performance.
Governance Structure
The Bank's governance bodies, composition and their respective meeting attendance schedules
are captured below:
A. The Board of Directors
The Board of Directors (“the Board”) oversees the management of the Bank, and
comprises a Non-Executive Chairman, ten Non-Executive Directors, the Chief Executive
Officer and five Executive Directors as listed below:
Responsibilities of the Board
The Board, the highest decision making body approved by the shareholders, met seven (7) times
during the year to provide strategic direction, policies and leadership in attaining the objectives of
the Bank.
The Board monitors the activities of the Chief Executive Officer and Executive Directors and the
accomplishment of set objectives through reports at its meetings. In performing its oversight
function over the Bank's business, the Board operates through the following Board and
Management Committees.
B. Standing Board Committees
The Board of Directors has six standing committees, which deal with specific operations of
the Bank, namely:
1. Board Credit Committee
2. Board Finance & General Purpose Committee
3. Board Establishment & Services Committee
4. Board Risk Management Committee
5. Board Remuneration Committee
6. Board Audit Committee
S/ NO NAME 24/ 0 2/ 20 15 21/ 0 4/ 20 15 16/ 0 6/ 20 15 16/ 0 6/ 20 15 14/ 07/ 20 15 22/ 0 9/ 20 15 24/ 11/ 20 15
1
1
Udo Udoma UDOMA
2
2
Cyril ODU
3 Emeka EMUWA
4
3
Adekunle ADEOSUN
5 Oyinkansade ADEWALE
6 Mansur AHMED
7 Onikepo AKANDE
8 John BOTTS
9 Richard BURRETT
10 Ian CLYNE
11
5
Beatrice HAMZA-BASSEY
12 Kandolo KASONGO
13 Richard KRAMER
14 Ibrahim KWARGANA
15
5
Arina MCDONALD
16 Emeka OKONKWO
17 Adeyemi OSINDERO
18
4
Adekunle SONOLA
19
5
John VITALO
Present
Absent
Present at AGM
Absent from AGM
Not applicable due to non-membership at specified time
31December 20 15
1 Resigned as Chairman with effect from 11th November 20 15
2 Appointed as Chairman with effect from 24th November 20 15
3 Resigned with effect from 10 th October 20 15
4 Appointed with effect from 15th July, 20 15
5 Appointed with effect from 21st July, 20 15

28
The composition of the Board committees was reconstituted in September, 20 15. In addition to the
committees listed above, there is a Statutory Audit Committee.
1. Board Credit Committee
The Committee met six (6) times during the year. It is comprised of the following members:
Its responsibilities include the following, amongst others:
• Consider and approve credits and other credit related matters within its set limit.
• Review and recommend credits and other credit related matters above its limit to the
Board for consideration and approval.
• Review the credit portfolio.
• Serve as a catalyst for the Bank's credit policy changes from the Credit Committee to
the Board.
2. Board Finance and General Purpose Committee
The Committee met seven (7) times during the year. It is comprised of the following members:
• Review and report to the Board on, the Bank's financial projections, capital and
operating budgets, progress of key initiatives, including actual financial results against
targets and projections.
S/ NO NAME 18/ 0 2/ 20 15 15/ 0 4/ 20 15 6/ 12/ 20 15 7/ 10/ 20 15 17/ 0 9/ 20 15 18/ 11/ 20 15
1 Adeyemi OSINDERO
2
1
Cyril ODU
3 Emeka EMUWA
4
2
Adekunle ADEOSUN
5
3
Mansur AHMED
6 John BOTTS
7 3
Richard BURRETT
8 Ian CLYNE
9
3
Beatrice HAMZA-BASSEY
10 Kandolo KASONGO
11
12
13
14
4
Ibrahim KWARGANA
Emeka OKONKWO
3
Adekunle SONOLA
3
John VITALO
Present
Absent
Not Applicable due to non-membership at specified time
S/ NO NAME
1
2
3
4
5
6
7
8
9
10
11
12
13
23/ 0 2/ 20 1518/ 0 3/ 20 15 20/ 0 4/ 20 1513/ 07/ 20 15 21/ 0 9/ 20 15 23/ 11/ 20 15 12/ 9/ 20 15
KRAMER, Richard
EMUWA, Emeka
1
ODU, Cyril
2
ADEOSUN, Adekunle
ADEWALE, Oyinkansade (Mrs)
AKANDE, Onikepo (Dr) Mrs
AHMED, Mansur
3
MCDONALD, Arina (Ms)
BURRETT, Richard
CLYNE, Ian
KASONGO, Kandolo
4
OKONKWO, Emeka
3
KWARGANA, Ibrahim
Present
Absent
31December 20 15
1 Appointed as Chairman of the Board and therefore Committee membership
ceased with effect from 24th November, 20 15
3 Appointed to the Committee with effect from 22nd September, 20 15
4 Committee membership ceased with effect from 22nd September, 20 15
ceased with effect from 24th November, 20 15
2 Resigned with effect from 10 th October, 20 15
3 Appointed with effect from 22nd September, 20 15
4 Committee membership ceased with effect from 22nd September 20 15

29
• Review and recommend to the Board, the Bank's capital structure, including, but not
limited to, allotment of new capital, debt limits and any changes to the existing capital
structure.
• Review and recommend to the Board the Bank's annual plan for the allocation of
capital and material changes during the course of the year.
• Formulate guidelines from time to time on cost control and reduction, consistent with
maximum efficiency, and make appropriate recommendations to the Board.
• Review major expense lines, as warranted, and approve expenditures within the
Committee's approved limits and review/ recommend for Board approval any
expenditure beyond the Committee's approved limits.
• Review and report to the Board on the Transformation programme against goals,
including timing, budget, quality of delivery, and tradeoffs between transformation
plans and business as-usual (if required).
• Review and recommend for Board approval, the Bank's Transformation budget and
any associated expenditures beyond that delegated to management.
• Review and provide feedback to the Board on the development of the Bank's strategic
planning process and performance objectives to ensure the achievement of the
financial targets expected by shareholders.
• Review and report to the Board on the effectiveness of the Bank's strategic planning
and implementation monitoring process.
• Review and provide feedback to the Board on high-impact initiatives not otherwise
managed by another committee that may have a material impact on the Bank's
finances, regulatory relationships, customers and/or infrastructure.
• Review and recommend for Board approval any transactions associated with high-
impact initiatives and any associated expenditures beyond that delegated to
management.
• Review and recommend for Board approval any change to the delegation of
authorities to management and management committees on financial matters.
• Review and recommend for Board approval the Bank's dividend policy, including
amount, nature and timing.
3. Board Establishment and Services Committee
The Committee met seven (7) times during the year. It is comprised of the following members:
• Consider and approve appointments, promotions and discipline of Principal Managers
and above;
• Review and recommend appointments, promotions and discipline of Assistant
General Managers and above to the Board for consideration and approval.
• Consider and recommend compensation increments for Principal Managers and
above to the Board for consideration and approval.
S/ NO NAME
1
2
3
4
5
6
7
8
9
10
11
12
2/ 18/ 20 15 23/ 0 2/ 20 1515/ 0 4/ 20 1515/ 0 6/ 20 15 7/ 8/ 20 15 18/ 0 9/ 20 15 18/ 11/ 20 15
AHMED, Mansur
EMUWA, Emeka
1
ADEOSUN, Adekunle
2
3
3
HAMZA-BASSEY Beatrice (Mrs)
BOTTS, John
BURRETT, Richard
KRAMER, Richard
KWARGANA, Ibrahim
3
SONOLA, Adekunle
Present
Absent
31December 20 15
3 Appointed with effect from 22nd September 20 15

30
• Consider and review staff compensation, welfare and industrial relations matters and
make appropriate recommendations to the Board from time to time.
• Articulate and recommend strategic and succession plans for the Bank, to the Board
from time to time.
• Review and report to the Board, annually, on the broad key performance indicators set
by executive management for staff groups below the executive management level
(“Staff”) to achieve that year's business and financial goals.
• Review and report to the Board, on the annual staff performance evaluation
conducted by management for the prior year's performance and the overall outcome
of the annual performance appraisal process.
• Review and report to the Board annually on the overall staff training policy and
program, and any changes as they arise to achieve business and financial goals.
• Review and recommend to the Board annually, approval of staff remuneration policy,
annual quantum, structure, and distribution of compensation (including base, overall
annual bonus pool and awards, and benefits in kind) and changes thereto.
• Review and report to the Board annually, the total cash compensation package for
Staff to ensure it will attract, retain and motivate key talent who add value to the Bank
based on individual and team contributions.
• Review and recommend for approval to the Board annually, the severance policy for
Staff.
• Review and recommend for Board approval annually, the Bank's organisational
structure, key human capital policies and practices, including those affecting
compensation, welfare, performance management, career management and transfer
to ensure the optimal mix of talent.
• Review and recommend for Board approval, the Bank's staff optimisation plan and
strategy.
• Review and recommend for Board approval, revision of staff salaries and service
conditions.
• Review and approve, on an as needed basis, the recruitment, promotions and
termination of senior officers on Principal Manager (PM) grade.
• Review and recommend for Board approval, on an as needed basis, the recruitment,
promotions and termination of senior officers on Assistant General Manager (“AGM”)
grade and above.
• Review and recommend for Board approval, the Bank's Succession Plan for senior
officers on Assistant General Manager grade and above and any proposed
amendments.
• Review and recommend for Board approval, any policies not otherwise contemplated
herein relating to Staff and, as necessary and appropriate, including engagement of
support staff.
• Review and recommend for Board approval, the Bank's Culture Program, including
mission statements, core values, and the incentives to align Staff towards the Bank's
near and medium term strategic objectives.
• Review and report to the Board annually, the progress of the Culture Program and its
effectiveness in driving the desired Staff behaviours and performance.
• Review and recommend for Board approval annually, and on an as needed basis, the
overall strategies on staff unions and relationships with the Bank's Staff.
• Review and advise the Board annually, the strategy for and engagement of service
providers supporting Staff, including the overall cost, performance and effectiveness
of outsource firms in delivering cost-effective, high quality service to the Bank's
customers.
• Review and report to the Board annually, the progress of outsourcing solutions and
their effectiveness in delivering against the Banks' Transformation strategy.
31December 20 15

31
4. Board Risk Management Committee
The Committee met five (5) times during the year. It is comprised of the following
members:
• Develop an organization-wide risk management framework.
• Exercise a board oversight function on all risk related issues.
• Ensure compliance with the bank's organization-wide policies and framework
covering all risk types (credit, market, assets and liabilities, strategic, legal, human
resources etc).
• Ensure compliance with all statutory and regulatory requirements.
• Consider departmental reports and advise management on risks.
5. Board Remuneration Committee
The Committee met five (5) times during the year. It is comprised of the following
members:
The Committee's responsibilities include amongst others:
• Consider and recommend the appointment of Executive Management and Non-
Executive Directors.
• Consider, approve and recommend the performance parameters for Executive
Management.
• Consider and recommend compensation for Executives and Executive Management.
• Consider and review the performance of the Chief Executive Officer.
S/ NO NAME
1
2
3
4
5
6
7
8
9
10
11
12
13
23/ 0 2/ 20 15 4/ 20 / 20 15 13/ 0 7/ 20 15 21/ 0 9/ 20 15 23/ 11/ 20 15
1
ODU, Cyril
EMUWA, Emeka
AHMED, Mansur
2
HAMZA-BASSEY, Beatrice (Mrs)
3
BOTTS, John
2
CLYNE, Ian
KANDOLO, Kasongo
3
OKONKWO, Emeka
2
VITALO, John
3
KWARGANA, Ibrahim
OSINDERO, Adeyemi
Present
Absent
S/ NO NAME
1
2
3
4
5
6
7
8
2/ 23/ 20 15 13/ 07/ 20 15 21/ 0 9/ 20 15 24/ 11/ 20 15
BOTTS, John
1
HAMZA-BASSEY, Beatrice (Mrs)
BURRETT, Richard
CLYNE, Ian
1
VITALO, John
2
KRAMER, Richard
OSINDERO, Adeyemi
3
ODU, Cyril
20/ 0 4/ 20 15
Present
Absent
31December 20 15
ceased with effect from 24th November 20 15
ceased with effect from 24th November 20 15

32
6. Board Audit Committee
The Committee was constituted in September 20 15 and held its inaugural meeting in
November, 20 15. The Committee met once during the year. It is comprised of the following
members:
The Committee's responsibilities include, amongst others:
• Review the Bank's accounting and financial reporting functions.
• Review the Bank's accounting system.
• Review the Bank's internal control structures.
• Review the Bank's internal control systems and processes.
• Recommend the appointment, remuneration and removal of external auditors to the
Board.
• Review and recommend the audited financial statements to the Board for approval.
7. Statutory Audit Committee
The Committee is constituted at the Bank's AGM. The Committee met five (5) times during
the year. It is comprised of the following members:
The Audit Committee has responsibility for the following:
• Oversight responsibility for the Bank's accounting and financial reporting functions.
• Oversight responsibility for the Bank's accounting systems.
• Oversight responsibility for the Bank's internal control structures.
• Recommending the appointment, remuneration and removal of external auditors to
the Board.
• Reviewing and recommending the audited financial statements to the shareholders
for approval.
C. Management Committees
The Bank has the following Management Committees:
1. Executive Management Committee
2 Transformation Steering Committee
3. Assets and Liabilities Committee
4. Information Technology Steering Committee
5. Credit Committee
6. Stressed Assets Committee
7. Risk Management Committee
S/ NO NAME
1
2
3
4
5
6
7
23/ 11/ 20 15
1
VITALO, John
AHMED, Mansur
1
CLYNE, Ian
KRAMER, Richard
OSINDERO, Yemi
Present
Absent
S/ NO NAME
1
2
3
4
5
6
19/ 0 3/ 20 15 22/ 07/ 20 15 18/ 11/ 20 15 16/ 12/ 20 15
BICHI, Musa Baba
OJINKA, Marcel
AKINLADE, Matthew
AKANDE, Onikepo (Dr) Mrs.
AHMED, Mansur
OSINDERO, Yemi
30/ 0 4/ 20 15
Present
Absent
Not Applicable due to non-membership at specified time
31December 20 15
1 Appointed with effect from 22nd September, 20 15

33
8. New Product Committee
9. Disciplinary Committee
1. Executive Management Committee
The Executive Management Committee comprises of the Chief Executive Officer
(Chairperson), Chief Financial Officer, Chief Risk Officer, Head of Operations & Technology,
Head of Corporate Banking, Head of Commercial Banking, Head of Retail Banking, Head,
Public Sector, Transformation Director, Head, Human Resources, and Head, Group
Corporate Strategy.
The roles and responsibilities of the Committee are as follows, amongst others:
• Propose to the Board of Directors policies, objectives and corporate strategies of the
Bank.
• Drive and review financial performance of the Bank.
• Ensure efficient deployment and management of the Bank's resources.
• Ensure compliance with applicable laws and regulations and maintain the corporate
governance structure of the Bank.
• Develop, refine and cascade the human capital vision, strategy and culture of the Bank.
• Oversee all aspects of human capital management including talent management
(recruitment, career progression and management, succession planning), leadership
development and retention strategy for the Bank.
• Conduct periodic review of the governance handbook, including committee charters.
• Provide and discuss general business updates (provided by the various business and
function heads).
2. Transformation Steering Committee
The Transformation Steering Committee meets monthly, with interim updates as needed. It
comprises the Chief Executive Officer (Chairperson), Chief Financial Officer, Chief Risk
Officer, Head of Operations & Technology, Head of Corporate Banking, Head of
Commercial Banking, Head of Retail Banking, Head of Public Sector, Transformation
Director, Head, Human Resources, Head, Group Corporate Strategy and Head of Corporate
Affairs & Communication.
The roles and responsibilities of the Committee are as follows:
• Monitor overall progress and health of the Bank's Transformation programme.
• Review progress by initiatives and work streams, including roadblocks, risk mitigation
and next steps.
• Ensure prompt resolution of identified issues and risks to ensure objectives are met.
• Provide sign off and input into content, as required.
3. Assets and Liabilities Committee
The Assets and Liabilities Committee meets monthly. It comprises the Chief Executive
Officer (Chairperson), Chief Financial Officer, Chief Risk Officer, Head of Corporate
Banking, Head of Commercial Banking, Head of Retail Banking, Head of Public Sector,
Chief Credit Officer, Head of Market Risk, Treasurer and Head of Assets and Liabilities
Management. In attendance are the Front Office Unit Heads and the Chief Dealer.
• Establish, review and monitor the profitability plan of the Bank's asset & liability
management and recommend the same for Board approval.
• Approve the Bank's market risk management strategies and policies and procedures
for identifying, measuring, managing and reporting of market risk and liquidity risk.
• Direct acquisition and allocation of funds effectively within the ambit of the Bank's
liquidity strategies, liquidity ratio targets and funding source thresholds.
• Manage asset and liquidity volumes, maturity, mix, rates and yields to achieve desired
net interest margin within the boundaries of regulatory prescriptions and market
dynamics.
• Approve risk control limits with regard to counter-party, currency concentration,
position, etc.
31December 20 15

34
• Establish and ensure effective implementation of liquidity strategies.
• Review and monitor liquidity risk and interest rate risk in banking book and foreign
exchange risk in Bank's balance sheet.
• Provide relevant input, as needed, into capital planning, monitor capital adequacy and
suggest strategy for capital augmentation.
• Design, implement and monitor contingency funding plan (CFP) and recommend for
Board approval.
• Design methodology and implementation of fund transfer pricing (FTP), profitability
of business units and create incentives for business units through FTP.
• Establish appropriate processes, resources and systems across the Bank for effective
pricing mechanism.
• Determine a profitable and optimal risk-return pricing for the Bank's financial
products.
4. Information Technology (“ IT” ) Steering Committee
The IT Steering Committee meets monthly. It comprises the Head of Operations &
Technology (Chairperson), Chief Executive Officer, Chief Risk Officer, Chief Financial
Officer, Chief Information Officer, Head of Corporate Banking, Head of Commercial
Banking, Head of Public Sector, Head of Operations, Transformation Director, Head, Group
Corporate Strategy, Head, Information Technology and Chief Audit Executive. In
attendance are the Head, Project Management, Head, E- Business and Head, Internal
Control.
• Develop and review regularly the Bank's IT Strategy.
• Ensure the Bank is well positioned for current and emerging IT issues.
• Review all systems development projects and set priorities based on resources
required, cost/ benefit, implementation schedule requirements or limitations.
• Monitor progress of key IT projects such as Flexcube Universal Banking Solution.
5. Credit Committee
The Credit Committee meets weekly. It comprises the Chief Risk Officer (Chairperson),
Chief Executive Officer, Head of Corporate Banking, Head of Commercial Banking, Head of
Retail Bank, Head of Public Sector Banking, Chief Credit Officer, one senior member of
Corporate Bank, one senior member of Commercial Bank. In attendance are the Head,
Credit Administration, Head of Risk Analysis (Corporate Bank), Head of Risk Analysis
(Commercial Bank), Head of Legal and Head of Business Support and Recovery.
• Review and recommend for Board Risk Committee (BRC) review, the Bank's credit risk
appetite and portfolio strategy and ensure that both are in line with the overall
corporate strategy and risk appetite of the Bank.
• Review and provide updates to the BRC on the Bank's credit portfolio and related
credit processes through periodic review, covering credit and asset quality trends and
statistics, business lending activities, areas of increasing/ decreasing risk, etc.
• Approve credit facility requests and proposals within the Committee's limits and
review and recommend for the Board Credit Committee's (BCC) consideration or
approval, credits beyond the Committee's limits.
• Review, and update the BCC, annually on the administration, effectiveness and
compliance with the Bank's credit policies.
6. Stressed Assets Committee
This Committee meets monthly. It comprises the Chief Risk Officer (Chairperson), Chief
Executive Officer, Head of Corporate Banking, Head of Commercial Banking, Head of Retail
Banking, Head of Public Sector, Chief Credit Officer, one senior member of Corporate
Banking, one senior member of Commercial Banking. In attendance are the Head of Credit
Administration, Head of Risk Analysis (Corporate), Head of Risk Analysis (Commercial),
Head of Legal and Head of Business Support and Recovery.
31December 20 15

35
• Review and monitor strategies and actions being taken on major accounts
(N10 0 million and above) classified as non-performing or with early warning signs.
• Review classification of and provisions taken on each account since the previous
meeting.
• Review accounts suitable for de-classification or upgrade to performing status and
return to the line.
• Review actions to be taken or proposed to be taken on large exposures in Business
Support and Recovery Department portfolio.
• Where applicable, approve a different course of action to that taken or proposed to be
taken.
7. Risk Management Committee
This Committee meets monthly or as needed. It comprises the Chief Risk Officer
(Chairperson), Head of Operations and Technology, Chief Audit Executive, Head,
Compliance, Head, Legal Services, Head, Human Resources, Head, Group Corporate
Strategy, Head, Quality Assurance, Head, Information Technology, Head, Operational Risk
Management, Head, Corporate Affairs & Communication, Head, Operations, Head, Internal
Control, Head ,Branch Co-ordination, Head, Customer Care.
• Monitor and review day-to-day risk management functions and operations and service
delivery.
• Design, implement and monitor Risk Adjusted Return On Capital (RAROC) framework
and allocation of capital to business units based on RAROC framework.
• Design, implement and monitor risk based pricing for products and services for
efficient allocation of resources.
• Establish, review and monitor credit risk models and risk parameter estimation; and
recommend for board risk management committee approval.
• Ensure that market risk management unit has adequate systems, procedures,
methodologies for effective assessment of risk.
• Ensure that effective operational risk assessment processes are carried out by all
major business units and results aggregated to identify and monitor hot spots for
effective remedial actions.
• Implement and review operational risk management tools and processes.
• Streamline processes to address the issues identified with effective service delivery
for the Bank.
8. New Product Committee
This Committee meets as required. It is composed of the Chief Risk Officer (Chairperson),
Chief Audit Executive, Head, Compliance, Head, Legal Services, Head, Information
Technology, Head, Operational Risk Management, Head, Financial Control, Head,
Operations, Head of business unit of the relevant product, Head, Group Corporate Strategy
and Head , Corporate Affairs.
• Set out policies regarding the Bank's product design, pricing methodologies,
competitive positioning and risk-reward philosophy.
• Review and recommend/ approve (as applicable) new product programs or changes
to existing product programs across the Bank (e.g. deposit programs, credit programs,
treasury programs).
• Review activities of product initiation teams and ensure adoption of suitable
processes, systems and personnel to support effective management of the product
through its life-cycle and associated risks.
• Establish the provision of adequate funding and obtain approvals for pricing from
ALCO.
• Obtain and review reports on financials, regulatory compliance and risk areas to
ensure product suitability.
• Ensure the policies and procedures for managing product risk are formally endorsed
by the Board and documented.
31December 20 15

36
9. Disciplinary Committee
This Committee meets bi-weekly or as required, depending on cases for review. It is
composed of an EXCO member (Chairperson), Chief Audit Executive, Head, Human
Resources, Head, Legal Services, Head, Branch Co-ordination, Head, Operational Risk, and
Head, Employee and Industrial Relations and head of relevant business/ function.
• Investigate identified cases of non-compliance of acts or practices with laws, accepted
banking practices, ethical principles or others (assisted by the Internal Audit
Department, as required).
• Carry out appropriate administrative sanctions as set out in the Bank's approved
sanction grid.
• Develop and communicate precautionary measures with respect to acts and practices
that may lead to the Bank's reputation and image being harmed in view of laws, public
opinion and customers.
• Ensure appropriate measures are taken by relevant departments to eliminate future
occurrence of identified from disciplinary cases.
31December 20 15

37
The Directors present their report on the affairs of Union Bank of Nigeria Plc (“ the Bank” ) and its
subsidiaries (“ the Group” ), together with the consolidated audited financial statements and the
auditor's report for the financial year ended 31December 20 15.
A. Legal Form and Principal Activity
The Bank commenced operations in Nigeria in 1917 as a branch of Barclays Bank Dominion
Colonial Overseas (DCO) and was incorporated as a private company limited by shares in
Nigeria in 1969. It became a public company limited by shares in 1970 with the Bank's
shares quoted on the Nigerian Stock Exchange.
The principal activity of the Bank is the provision of banking and related financial services
to corporate and individual customers. Such services include the granting of loans and
advances, acceptance of deposits and money market activities.
The Group financial statements comprise the results of Union Bank of Nigeria Plc, Union
Bank UK Plc and UBN Property Company Limited. Atlantic Nominees Limited has been
included as “Asset classified as held for sale”.
B. Operating Results
Highlights of the Group's operating results for the year are as follows:
DIRECTORS’ REPORT
For the year ended 31December 20 15
Group
Dec. 20 15
N million
Group
Dec. 20 14
N million
Bank
Dec. 20 15
N million
Bank
Dec. 20 14
N million
Gross earnings 117,211 135,898 118,366 10 9,821
Profit before taxation 14,548 27,70 8 18,141 20,691
Taxation (561) (883) (420 ) (20 5)
Profit after taxation 13,987 26,825 17,721 20,486
Other Comprehensive income:
Re-measurement of defined benefit liability (4,10 8) (4,10 8)
Foreign currency translation 1,770982 —
— —
—
Fair value gains/ (losses) on available-forsale investments 7,40 0 1,720 7,679 1,812
8,382 (618) 7,679 (2,296)
Total comprehensive income 22,369 26,207 25,40 0 18,190
Earnings per share (Basic and diluted) 83k 151k 10 5k 121k
Total non-performing loans and advances 25,937 16,934 25,937 16,756
Total non-performing loans to total gross loans and advances – IFRS6.67% 5.03% 6.99% 5.14%
C. Directors and Their Interests
The direct interests of directors in the issued share capital of the Bank, as recorded in the
register of directors' shareholding and for the purposes of Sections 275 and 276 of the
Companies and Allied Matters Act and the listing requirements of the Nigerian Stock
Exchange are as follows:
31December 20 15

Union bank annual report 2015

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More from Michael Olafusi

More from Michael Olafusi (20)

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Union bank annual report 2015