NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 27th Annual General Meeting of DIAMOND BANK PLC will be held on Tuesday, the 12th day of June, 2018 at The Ibom Hotel & Golf Resort, Nwaniba Road, Uyo, Akwa Ibom State, Nigeria, at 10:00 a.m. prompt to transact the following business:
1. To receive the Report of Directors, the Audited Financial Statements for the period ended December 31, 2017, and the Reports of the Board Appraiser, Auditors and Audit Committee thereon.
2. To elect/re-elect Directors
3. To authorize the Directors to fix the Remuneration of the Auditors
4. To elect Members of the Audit Committee
Dated this 17th day of May, 2018
BY ORDER OF THE BOARD
A member of the Company entitled to attend and vote at any Annual General Meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a member of the Company. For the appointment to be valid, a completed and duly stamped proxy form must be deposited at the office of the Registrar of the Company, Centurion Registrars Limited, 33c, Cameron Road, Ikoyi, Lagos State, not less than 48 hours before the time fixed for the meeting.
2. Closure of Register of Members
For the purpose of attendance at the Annual General Meeting, the Register of Members will be closed from May 31, 2018 to June 1, 2018 (both days inclusive).
3. Election of Directors
i. In accordance with the provisions of the Articles of Association of the Company, Mr. Kabir Alkali Mohammed, Mr. Damian Dolland, Mr. Rotimi Oyekanmi and Mr. Dele Babade, retire by rotation and being eligible, offer themselves for re-election.
ii. The appointment of Mr. Idris Mohammed as a Non-Executive Director subject to the approval of the Central Bank of Nigeria.
iii. The appointment of Mr. Oluseyi T. Bickersteth as an Independent Non-Executive Director subject to the approval of the Central Bank of Nigeria.
iv. The ratification of the appointment of Mrs. Aisha Oyebode as a Non-Executive Director, whose appointment has been approved by the Central Bank of Nigeria.
v. The ratification of the appointment of Mrs. Juliet Anammah as a Non-Executive Director, whose appointment has been approved by the Central Bank of Nigeria.
vi. The ratification of the appointment of Mr. Christopher Ubosi as a Non-Executive Director, whose appointment has been approved by the Central Bank of Nigeria.
4. Audit Committee
In accordance with Section 359 (5) of the Companies and Allied Matters Act, 1990, any shareholder may nominate another shareholder for appointment to the Audit Committee. Such nomination should be in writing and must reach the Company Secretary not less than 21 (twenty-one) days before the Annual General Meeting.
The Central Bank of Nigeria's Code of Corporate Governance has indicated that some members of the Audit Committee should be knowledgeable in internal control processes. Also, the Securities and Exchange Commission's Code of Corporate Governance indicates that members of the Audit Committee should have basic financial literacy and should be able to read financial statements. Accordingly, we would therefore request that nominations be accompanied by a copy of the nominee's curriculum vitae.
5. Shareholders Right
In accordance with the provisions of Rule 19.12, of The Rule Book of The Exchange, 2015, Part II, Issuers' Rules, Shareholders' are entitled to ask questions not only at the meeting but also in writing prior to the meeting; and the written questions must be submitted to the Issuer not later than June 5, 2018.
A copy of this notice and other information relating to the meeting can be found on our website www.diamondbank.com
This information is provided by RNS