ETERNA : NCCG COMPLIANCE REPORT OF ETERNA PLC FOR THE YEAR ENDED 31ST DECEMBER 2022

FINANCIAL REPORTING COUNCIL OF NIGERIA

(Federal Ministry of Industry, Trade & Investment)

FRC/CG/001: TEMPLATE FOR REPORTING COMPLIANCE WITH THE NIGERIAN

CODE OF CORPORATE GOVERNANCE 2018

Section A: Introduction

Corporate Governance is a key driver of corporate accountability and business prosperity. The Nigerian Code of Corporate Governance, 2018 (NCCG 2018) seeks to institutionalize corporate governance best practices in Nigerian companies. It is also aimed at increasing entities' levels of transparency, trust and integrity, and create an environment for sustainable business operations.

The Code adopts a principle-based approach in specifying minimum standards of practice that companies should adopt. Where so required, companies are required to adopt the "Apply and Explain" approach in reporting on compliance with the Code. The 'Apply and Explain' approach assumes application of all principles and requires entities to explain how the principles are applied. This requires companies to demonstrate how the specific activities they have undertaken best achieve the outcomes intended by the corporate governance principles specified in the Code.

This will help to prevent a 'box ticking' exercise as companies deliberately consider how they have (or have not) achieved the intended outcomes. Although, the Code recommends practices to enable companies apply the principles, it recognizes that these practices can be tailored to meet industry or company needs. The Code is thus scalable to suit the type, size and growth phase of each company while still achieving the outcomes envisaged by the principles.

This form seeks to assess the company's level of compliance with the principles in the NCCG 2018. Entities should explain how these principles have been applied, specify areas of deviation from the principles and give reasons for these deviations and any alternative practice(s) adopted.

Please read the instructions below carefully before completing this form:

• i. Every line item and indicator must be completed.

• ii. Respond to each question with "Yes" where you have applied the principle, and "No" where you are yet to apply the principle.

• iii. An explanation on how you are applying the principle, or otherwise should be included as part of your response.

• iv. Not Applicable (N/A) is not a valid response.

Section B - General Information

S/No.	Items	Details
i.	Company Name	Eterna Plc
ii.	Date of Incorporation	13th January 1989
iii.	RC Number	RC 124136
iv.	License Number
v.	Company Physical Address	5a Oba Adeyinka Oyekan Avenue Ikoyi Lagos
vi.	Company Website Address	www.eternaplc.com
vii.	Financial Year End	31st December
viii.	Is the Company a part of a Group/Holding Company? Yes/No If yes, please state the name of the Group/Holding Company	No
ix.	Name and Address of Company Secretary	Mandella Golkus 5a Oba Adeyinka Oyekan Avenue Ikoyi Lagos
x.	Name and Address of External Auditor(s)	Deloitte & Touche/ Civic Towers, Victoria Island, Lagos
xi.	Name and Address of Registrar(s)	Greenwich Registrars and Data Solutions/ 247 Murtala Muhammed Way, Yaba, Lagos
xii.	Investor Relations Contact Person (E-mail and Phone No.)	Mandella [e-mail]
08136808563
xiii.	Name of the Governance Evaluation Consultant	DCSL Corporate Services Limited
xiv.	Name of the Board Evaluation Consultant	DCSL Corporate Services Limited

eloitte & Touche/ Civic Towers,

Section C - Details of Board of the Company and Attendance at Meetings

1. Board Details:

S/No.	Names of Board Members	Designation (Chairman, MD, INED, NED, ED)	Gender	Date First Appointed/ Elected	Remark
1.	Dr. Gabriel Ogbechie	Chairman	Male	20th October 2021
2.	Mr. Benjamin Nwaezeigwe	MD/CEO	Male	1st March 2022
3.	Mrs. Phoebean Ifeadi	ED - Corporate Services	Female	20th October 2021
4.	Mr. Nnamdi Obiagwu	MD/CEO	Male	1st September 2020	Resigned 11th April 2022
5.	Mrs. Godrey Ogbechie	Non-Executive Director	Female	20th October 2021
6.	Mr. Emmanuel Omuojine	Non-Executive Director	Male	20th October 2021
7.	Mr. Anibor Kragha	Independent Non-	Male	20th October 2021

Executive Director

8.

Barr. Okechukwu Omezi

Independent Non-Executive Director

Male

20th October 2021

9.

Dr. Akinwande Ademosu

Independent Non-Executive Director

Male

1st March 2022

2. Attendance at Board and Committee Meetings:

S/No.	Names of Board Members	No. of Board Meetings Held in the Reporting Year	No. of Board Meetings Attended in the Reporting Year	Membership of Board Committees	Designation (Member Chairman)or	Number of Committee Meetings Held in the Reporting Year	Number of Committee Meetings Attended in the Reporting Year
1.	Dr. Gabriel Ogbechie	5	5	Nil	Chairman	Nil	Nil
2.	Mrs. Godrey Ogbechie	5	5	Governance, Nomination, and Remuneration Committee Strategy, Finance and Investment Committee	Non-Executive Director	3 Governance, Nomination, and Remuneration Committee Meetings 2 Strategy, Finance and Investment Committee Meetings	3 Governance, Nomination, and Remuneration Committee Meetings 2 Strategy, Finance and Investment Committee Meetings
3.	Mr. Nnamdi Obiagwu	5	1	Strategy, Finance and Investment Committee Risk Management, Health, Safety, Security and Environment Committee	Managing Director/Chie f Executive Officer	3 Governance, Nomination, and Remuneration Committee Meetings 4 Audit Committee Meetings 2 Strategy, Finance and Investment Committee Meetings 3 Risk Management, Health, Safety, Security and Environment Committee Meetings	1 Governance, Nomination, and Remuneration Committee Meeting 1 Audit Committee Meeting 1 Risk Management, Health, Safety, Security and Environment Committee Meeting
4.	Mr. Benjamin Nwaezeigwe	5	5	Strategy, Finance and Investment Committee Risk Management, Health, Safety, Security and	Managing Director/Chie f Executive Officer	2 Strategy Finance and Investment Committee Meetings 4 Audit Committee	2 Strategy Finance and Investment Committee Meetings 3 Audit Committee

Environment Committee

Meetings

3 Risk Management, Health, Safety, Security and Environment Committee Meetings

Meetings

2 Risk Management, Health, Safety, Security and Environment Committee Meetings

5.

Mrs. Phoebean Ifeadi

5

5

Strategy, Finance and Investment Committee

Risk Management, Health, Safety, Security and Environment Committee

Executive Director-Corporate Services

2 Strategy Finance and Investment Committee Meetings

3 Risk Management, Health, Safety, Security and Environment Committee Meetings

3 Governance, Nomination, and Remuneration Committee Meeting

2 Strategy Finance and Investment Committee Meetings

3 Risk Management, Health, Safety, Security and Environment Committee Meetings

1 Governance, Nomination, and Remuneration Committee Meeting

6.

Mr. Anibor Kragha

5

5

Governance, Nomination, and Remuneration CommitteeAudit Committee

Risk Management, Health, Safety, Security and Environment Committee

Independent Non-Executive Director

3 Governance, Nomination, and Remuneration Committee Meetings

4 Audit Committee Meetings

3 Risk Management, Health, Safety, Security and Environment Committee Meetings

3 Governance, Nomination, and Remuneration Committee Meetings

4 Audit Committee Meetings

3 Risk Management, Health, Safety and Environment Committee Meetings

7.

Barr. Okechukwu Omezi

5

5

Governance, Nomination, and Remuneration Committee

Risk Management, Health, Safety, Security and Environment Committee

Independent Non-Executive Director

3 Governance, Nomination, and Remuneration Committee Meetings

3 Risk Management, Health, Safety, Security and Environment Committee Meetings

3 Governance, Nomination, and Remuneration Committee Meetings

3 Risk Management, Health, Safety, Security and Environment Committee Meetings

Environment

8.	Mr. Emmanuel Omuojine	5	5	Strategy Finance and Investment Committee Audit Committee Risk Management, Health, Safety, Security and Environment Committee	Independe nt Non-Executive Director	2 Strategy Finance and Investment Committee Meetings 4 Audit Committee Meetings 3 Risk Management, Health, Safety, Security and Environment Committee Meetings	2 Strategy Finance and Investment Committee Meetings 4 Audit Committee Meetings 3 Risk Management, Health, Safety, Security and Environment Committee Meetings
9.	Dr. Akinwande Ademosu	5	5	Strategy Finance and Investment Committee	Independe nt Non-Executive Director	2 Strategy Finance and Investment Committee Meetings	2 Strategy Finance and Investment Committee Meetings

Section D - Details of Senior Management of the Company

1. Senior Management:

S/No.	Names	Position Held	Gender	Comments
1.	Nnamdi Obiagwu	MD/CEO	Male	Exit 11th April 2022
2.	Phoebean Ifeadi	ED - Corporate Services	Female
3.	Abudukerimu Sule	CFO	Male
4.	Benjamin Nwaezeigwe	MD/CEO	Male
5.	Bunmi Agagu	Head NFR & Real Estate	Female
6.	Nnamdi Uzoezie	Head, Lubricants	Male	Exit 5th January 2022
7.	Kayode Oluwadiya	Plant Manager	Male	Exit 30th November 2022
8.	Ayuba Loko	Head, Fuels	Male	Exit 31st January 2022
9.	Olanrewaju Aliu	Head, HSSE	Male
10.	Yasmin Adeniji-Adele	Head, Human Resources	Female	Exit 31st January 2022
11.	Adewale Adesina	Head, Logistics	Male	Exit 30th November 2022
12.	Adetutu Pratt	Head, Customer Service	Female	Exit 5th January 2022
13.	Olutayo Kazeem	Technical Production & Quality Manager	Male
14.	Eniola Olufemi	Head, Asset Management	Male
15.	Chiagozie Ubani	Head, Lubricants	Female