AVA Capital PLC

Corporate Governance.

Strong governance is the foundation of sustainable performance. AVA Capital PLC is committed to the highest standards of integrity, accountability, transparency and responsible decision-making across our four specialist subsidiaries.

Governance Philosophy

Governance Built on Accountability.

At AVA Capital PLC, governance is embedded in the way we make decisions, manage risk, protect stakeholder interests and create long-term value.

Our governance framework promotes independent oversight, ethical conduct, disciplined execution and compliance with the highest regulatory standards.

Governance Structure
Shareholders
Ultimate stewards
Board of Directors
Strategy & oversight
Board Committees
Statutory Audit · Finance, Investment & Risk · HR & General-Purpose
Group CEO
Executive leadership
Executive Management
Operational execution
Business Units
Client delivery
REPORTING LINE

Governance Framework

How AVA makes decisions.

Board oversight

Provides strategic direction and independent oversight of the Group.

Committee structure

Support effective governance through specialist oversight and informed recommendations.

Management responsibilities

Executes strategy within clearly defined governance and accountability frameworks.

Decision-making process

  • Shareholders

    The ultimate stewards of the Group, whose interests inform every decision.

  • Board of Directors

    Sets strategy, approves policy and holds management accountable.

  • Board Committees

    Three committees provide focused oversight of audit, finance and risk, and human resources and governance.

  • MD/CEO

    Translates board direction into executable strategy across the Group.

  • Executive Leadership

    Leads the operating businesses within defined risk and control limits.

  • Business Units

    Deliver client mandates within regulatory and internal control frameworks.

  • Clients & Stakeholders

    The outcome of disciplined governance - trust, performance and value.

Governing Principles

Our governing principles.

Our governance framework is designed to promote accountability, independent oversight, ethical conduct and long-term value creation.

01

Integrity

We act ethically and transparently.

02

Accountability

Clear ownership of decisions and outcomes.

03

Independence

Robust oversight and objective judgment.

04

Stewardship

Decisions made with a long-term perspective.

Annual General Meeting - Board in sessionDirectors observing the national anthemMD/CEO addressing shareholdersAVA Trustees - stakeholder engagementShareholders and employees in attendanceShareholder question from the floor

AVA Capital PLC - AGM 2026

Annual General Meeting - Board in session

Principles in Practice01 / 06

Committee Structure

Specialist oversight, focused mandates.

Each committee operates under a written charter approved by the Board, with defined membership, meeting cadence and reporting lines.

Aligned with SEC & FRC codes
Purpose

Constituted under Section 404 of CAMA 2020 with five members - three shareholders and two Non-Executive Directors - and unrestricted access to management, books and records.

Primary Responsibilities
  • Exercise oversight of the internal audit function and its independence
  • Ensure a comprehensive internal control framework and report on its effectiveness
  • Oversee fraud risk identification, prevention, detection and reporting
  • Review internal audit plans and the effectiveness of the external audit process
  • Review significant financial reporting issues with the Chief Financial Officer
Meeting Frequency

Quarterly, and as required

Reporting

Reports to the Board; the Company Secretary acts as secretary

Purpose

Three Board members with competence in accounting and auditing, a majority of whom are Non-Executive Directors, in line with Principle 11.5.2 of the NCCG 2018.

Primary Responsibilities
  • Monitor the financial reporting process and review annual accounts before Board submission
  • Establish and recommend risk management policies and framework for Board approval
  • Oversee risk identification, assessment and the adequacy of control mechanisms
  • Review the adequacy and effectiveness of the risk management function
  • Re-evaluate the risk policy periodically to reflect internal and external change
Meeting Frequency

Quarterly

Reporting

Reports to the Board; the Company Secretary acts as secretary

Purpose

Serves as the nomination and governance committee under Principle 11.2 of the NCCG 2018, comprising three Board members and chaired by an Independent Non-Executive Director.

Primary Responsibilities
  • Review Board structure, size, composition and succession planning annually
  • Maintain a formal, transparent process and criteria for Board appointments
  • Identify and recommend suitably qualified individuals for appointment as Directors
  • Oversee Director induction, continuing education and annual performance evaluation
  • Ensure succession plans for Board and senior management positions
Meeting Frequency

Semi-annually, and as required

Reporting

Reports to the Board; the Company Secretary acts as secretary

Governance Timeline

The evolution of oversight.

  1. 2018

    Company Founded

    Investment banking and securities brokerage licences secured.

  2. 2019

    Regulatory Licences

    Asset management licence obtained; governance policies formalised.

  3. 2021

    Expansion of Business Lines

    AVA Trustees Limited commences operations; four-business structure complete.

  4. 2023

    Strengthened Framework

    Enhanced enterprise risk and compliance framework across the Group.

  5. 2026

    Public Listing on NGX

    AVA Capital PLC listed by Introduction on the Nigerian Exchange Limited.

  6. Beyond

    Future Growth

    Deepening board independence and pan-African governance standards.

Continue your journey

Explore the wider Group.

Confidence, by design

Strong Governance Inspires Confidence.

Our commitment to transparency, accountability and responsible leadership underpins every decision we make and every relationship we build.

Certifications & Compliance

NDPR Audit Badges

AVA Capital PLC
AVA Global Asset Managers Limited
AVA Securities Limited
AVA Trustees Limited