Ecobank scraps director tenure limit, retains retirement age at 70

Ecobank Transnational Incorporated (ETI) has abolished the tenure limit for non-executive directors while retaining the mandatory retirement age of 70, following shareholder approval of a series of governance reforms aimed at strengthening board effectiveness and continuity.

The decision was approved at the bank’s Extraordinary General Meeting (EGM) held on August 13, 2026, as part of a broader review of the Group’s Articles of Association.

The changes were disclosed in a statement signed by Company Secretary, Madibinet Cisse, and seen by Nairametrics.

What they are saying

Under the revised governance framework, non-executive directors will no longer be subject to a fixed tenure limit, although they will continue to retire at age 70.

According to ETI, the amendment is intended to preserve institutional knowledge and ensure continuity at board level, particularly within a complex and evolving regulatory environment.

• “The non-executive director tenure cap will be removed, while retaining the mandatory retirement age of 70,” the bank stated.

The Group emphasized that the change does not automatically extend the mandate of any director, noting that board members will continue to be elected and re-elected by shareholders in line with existing corporate governance procedures.

ETI added that the amendment balances continuity with accountability by preserving shareholders’ authority over board appointments.

Shareholders approve broader governance reforms

The removal of the tenure cap formed part of a wider package of governance amendments approved at the EGM.

Among the key changes, shareholders approved a revision of the quorum requirements for general meetings.

• Under the new rule, a quorum will now consist of shareholders representing at least 25% of the bank’s paid-up share capital, replacing the previous requirement based on a minimum number of shareholders.
• According to the bank, the adjustment aligns quorum requirements more closely with economic ownership and shareholder representation.
• Shareholders also approved a reduction in the maximum size of the Board from 15 directors to 12.

ETI said the move is designed to promote more focused deliberations, enhance agility in decision-making, and strengthen individual accountability among board members.

• In addition, the bank increased the quorum requirement for board meetings. Going forward, meetings will require the participation of more than half of all serving directors, replacing the previous minimum threshold of three directors.

The Group noted that the higher quorum requirement is intended to encourage broader participation in board decisions and reinforce collective responsibility.

The amendments will take effect subject to applicable regulatory approvals and legal requirements.

Get up to speed

The governance reforms come as ETI continues to pursue strategic funding initiatives in the international debt capital market.

• The bank recently announced plans to issue Tier 2 qualifying Nature Notes under U.S. SEC Rule 144A and Regulation S as part of its capital management and sustainability agenda.
• According to ETI, proceeds from the issuance will primarily be used to refinance its outstanding $350 million 8.75% Tier 2 Notes due in June 2031 through a concurrent tender offer.

The bank also plans to deploy part of the proceeds toward financing and refinancing eligible green assets under its Green Bond Framework.

What you should know

ETI reported a pre-tax profit of N1.21 trillion for the year ended December 31, 2025, representing a 23.6% increase from N986.6 billion recorded in 2024.

• The performance was driven by growth across both interest and non-interest income lines.
• Interest income rose to N3.19 trillion, supported by loans and advances to customers, investment securities, and treasury bills, while fee and commission income increased 17% to N1.02 trillion.

Customer deposits also expanded significantly, rising to N36.4 trillion from N31.6 trillion in the previous year, underscoring the bank’s continued growth across its pan-African operations.