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Ecobank Transnational Incorporated (ETI) has approved changes to its corporate governance structure, removing the fixed tenure limit for non-executive directors while maintaining the mandatory retirement age of 70.
The reforms were approved by shareholders at an Extraordinary General Meeting (EGM) on August 13, 2026, following a review of the Ecobank Group’s Articles of Association. The amendments are aimed at improving board continuity, institutional knowledge and decision-making effectiveness.
Non-Executive Directors No Longer Bound by Fixed Tenure
Under the revised framework, non-executive directors will no longer be required to leave the board after a predetermined period.
However, the bank clarified that the mandatory retirement age remains 70.
Ecobank said the change is intended to preserve valuable institutional experience and provide greater continuity at board level, particularly as the financial institution operates across a complex and changing regulatory environment.
The removal of the tenure restriction does not automatically extend the appointment of existing directors. Board members will still have to be elected or re-elected by shareholders in accordance with established corporate governance procedures.
Board Size Cut from 15 to 12
The tenure reform was part of a wider package of governance changes approved at the EGM.
Shareholders approved a reduction in the maximum number of directors on the board from 15 to 12.
According to ETI, the smaller board is expected to encourage more focused discussions, improve the speed of decision-making and strengthen individual accountability among directors.
The bank also revised the quorum requirement for board meetings. Instead of the previous minimum of three directors, future meetings will require the participation of more than half of all serving directors.
Ecobank said the higher threshold is designed to promote wider participation and reinforce collective responsibility in board decisions.
General Meeting Quorum Also Revised
Another significant amendment concerns the quorum required for general meetings.
Under the new arrangement, shareholders representing at least 25% of the bank’s paid-up share capital will constitute the quorum.
This replaces the previous system, which was based on a minimum number of shareholders.
Ecobank said linking the requirement to paid-up capital better reflects economic ownership and shareholder representation.
The amendments will take effect following the necessary regulatory approvals and fulfilment of applicable legal requirements.
Governance Changes Come Amid Capital-Market Plans
The governance overhaul comes as Ecobank continues to pursue funding initiatives in international capital markets.
The group recently announced plans to issue Tier 2 qualifying Nature Notes under US SEC Rule 144A and Regulation S as part of its capital-management and sustainability strategy.
Proceeds from the planned issuance are expected to be used mainly to refinance Ecobank’s outstanding $350 million, 8.75% Tier 2 Notes due in June 2031, through a concurrent tender offer.
Part of the proceeds will also be directed towards financing or refinancing eligible green assets under the bank’s Green Bond Framework.
Ecobank Reports Strong 2025 Performance
The governance changes follow a strong financial year for the pan-African banking group.
ETI reported N1.21 trillion in pre-tax profit for the year ended December 31, 2025, representing a 23.6% increase from the N986.6 billion recorded in 2024.
Interest income rose to N3.19 trillion, supported by loans and advances to customers, investment securities and Treasury Bills.
Fee and commission income also increased by 17% to N1.02 trillion.
Customer deposits climbed from N31.6 trillion to N36.4 trillion, reflecting continued expansion across Ecobank’s African operations.
The latest governance reforms therefore come as Ecobank seeks to balance board continuity with accountability, while strengthening its decision-making structure and pursuing further growth and capital-market opportunities across its pan-African business.
