AFRICA PRUDENTIAL : NCCG COMPLIANCE REPORT

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	Africa Prudential Plc
ii.	Date of Incorporation	March 23, 2006
iii.	RC Number	649007
iv.	License Number	1280
v.	Company Physical Address	22OB, Ikorodu Road, Palmgrove, Lagos
vi.	Company Website Address	www.africaprudential.com
vii.	Financial Year End	December 31, 2023
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 N/A
ix.	Name and Address of Company Secretary	Joseph Jibunoh 220B, Ikorodu Road, Palmgrove, Lagos
x.	Name and Address of External Auditor(s)	Ernst & Young 10th & 13th Floors, UBA House, 57 Marina Lagos.
xi.	Name and Address of Registrar(s)	Africa Prudential Plc, 220B, Ikorodu Road, Palmgrove, Lagos.
xii.	Investor Relations Contact Person (E-mail and Phone No.)	Festus Izevbizua E-mail:[e-mail]: 0700 AFRIPRUD (0700 23747783)
xiii.	Name of the Governance Evaluation Consultant	Angela Aneke & Co. Ltd
xiv.	Name of the Board Evaluation Consultant	Angela Aneke & Co Ltd.

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	Chief Mrs Eniola Fadayomi, , MFR	Chairman - Non-Executive Director	Female	April 1, 2012
2	Mr. Emmanuel Nnorom	Non - Executive Director	Male	July 1, 2017
3	Mr. Peter Elumelu	Non - Executive Director	Male	February 1, 2013
4	Mr. Samuel Nwanze	Non - Executive Director	Male	April 1, 2012
5	Mr. Peter Ashade	Non - Executive Director	Male	July 1, 2018.
6	Mr. Obong Idiong	Chief Executive Officer/CEO	Male	July 1, 2018.	Resigned effective March 28, 2024.
7	Mrs Funmibi Chima	Independent Non - Executive Director	Female	September 2, 2020
8	Mrs Zubaida Mahey Rasheed	Independent Non - Executive Director	Female	February 24, 2021.

Attendance of Board and Board Committee Meetings

S/N	Name Board Members of	Number of Board Meetings Held within the Reporting Year	Number of Board Meetings attended in the Reporting Year	Membership of Board Committees	Designation (Member or Chairman)	Number of Committee Meetings Held within the Reporting Year	Number Committee Meetings attended the Reporting Year of in
1	Chief Mrs Eniola Fadayomi, MFR	4	4	Nil	Chairman	NA	NA
2	Mr. Emmanuel Nnorom	4	4	Board Finance and Investment Committee	Member	4	4
Board Product and Projects Committee	Member	4	4
Board Audit and Governance Committee	Member	4	4
3	Mr. Peter Elumelu	4	4	Board Finance and Investment Committee	Member	4	4
Board Product and Projects Committee	Member	4	4
Board Audit and Governance Committee	Chairman	4	4
4	Mr. Samuel Nwanze	4	2	Board Finance and Investment Committee	Chairman	4	2
Board Product and Projects Committee	Member	4	3
Board Audit and Governance Committee	Member	4	2
5	Mrs. Zubaida Rasheed	4	4	Board Audit and Governance Committee	member	4	4
6	Mr. Peter Ashade	4	4	Board Finance and Investment Committee	Member	4	4
Board Product and Projects Committee	Chairman	4	4
7	Mr. Obong Idiong	4	4	Board Finance and Investment Committee	Member	4	4
Board Product and Projects Committee	Member	4	4
8	Mrs Funmibi Chima	4	4	Board Finance and Investment Committee	Member	4	4
Board Product and Projects Committee	Member	4	4

Section D - Details of Senior Management of the Company

1. Senior Management:

S/No.	Names	Position Held	Gender
1	Obong Idiong	Managing Director/CEO	Male
2	Bukola James - Cole	Head, Capital Markets	Female
3	Festus Izevbizua	Chief Finance Officer	Male
4	Joseph Jibunoh	Company Secretary & Legal Adviser	Male
5	Olusegun Adeshina	Acting Head, Internal Audit & Control	Male
6	Ivy Ikpeme - Mbakwem	Head, Customer Experience Centre	Female
7	Toyin Osunlaja	Acting Chief Technology Officer	Male
8	Nathaniel Oladunmomi	Acting Head, Enterprise Risk Management	Male
10	Ejiro Ogunbanjo	Head, Human Capital Management	Female
12	Antoinette Edodo	Head, Business Transformation	Female

Section E - Application

Principles	Reporting Questions	Explanation on application or deviation
Part A - Board of Directors and Officers of the Board
Principle 1: Role of the Board "A successful Company is headed by an effective Board which is responsible for providing entrepreneurial and strategic leadership as well as promoting ethical culture and responsible corporate citizenship. As a link between stakeholders and the Company, the Board is to exercise oversight and control to ensure that management acts in the best interest of the shareholders and other stakeholders while sustaining the prosperity of the Company"	i) Does the Board have an approved Charter which sets out its responsibilities and terms of reference? Yes/No If yes, when was it last reviewed?	Yes. February 18, 2021
Principle 2: Board Structure and Composition "The effective discharge of the responsibilities of the Board and its committees is assured by an appropriate balance of skills and diversity (including experience and gender) without compromising competence, independence and integrity "	i) What are the qualifications and experiences of the directors?	The Directors are highly qualified professionals with varied experiences in public and private sectors, financial management, law practice, business management, information and communication technology, digital innovations, and corporate governance.
ii) Does the company have a Board-approved diversity policy? Yes/No If yes, to what extent have the diversity targets been achieved?	Yes. The Board membership is diverse in gender, skills, experiences, and age. The Board is comprised of 3 female Directors and 5 male Directors. The Chairmanship of the Board is occupied by a female Director with extensive background in public sector management and legal practice. while two other female Directors are Independent Non - Executive Directors with background in information and communications technology, digital innovation, and public service. 3 other Directors are highly reputable financial experts and accomplished business managers.
iii) Are there directors holding concurrent directorships? Yes/No If yes, state names of the directors and the companies?	Yes I. Mr. Emmanuel Nnorom, a Non-Executive Director is on the Boards of Transcorp Plc, United Capital Plc, Afriland Plc and Transcorp Hotels Plc as NED. II. Mr. Peter Elumelu is a Non-Executive Director of Transcorp Hotels Plc. III. Mr. Obong Idiong is Non - Executive Director of Afriland Properties Plc.
iv) Is the MD/CEO or an Executive Director a chair of any Board Committee? Yes/No If yes, provide the names of the Committees.	No
Principles	Reporting Questions	Explanation on application or deviation
Principle 3: Chairman "The Chairman is responsible for providing overall leadership of the Company and the Board, and eliciting the constructive participation of all Directors to facilitate effective direction of the Board"	i)Is the Chairman a member or chair of any of the Board Committees? Yes/no If yes, list them.	No
ii)At which Committee meeting(s) was the Chairman in attendance during the period under review ?	None
iii) Is the Chairman an INED or a NED?	NED
iv) Is the Chairman a former MD/CEO or ED of the Company? Yes/No If yes, when did his/her tenure as MD end?	No
v) When was he/she appointed as Chairman?	The Chairman was appointed to the Board on April 1, 2012
vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No If yes, specify which document	Yes. The role and responsibilities of the Chairman are well defined in the Board Charter.
Principle Director/ Officer 4: Chief Managing Executive "The Managing Director/Chief Executive Officer is the head of management delegated by the Board to run the affairs of the Company to achieve its strategic objectives for sustainable corporate performance"	i)Does the MD/CEO have a contract of employment which sets out his authority and relationship with the Board? Yes/No If no, in which documents is it specified?	Yes.
ii)Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes. The MD and all Directors signs the annual Conflict of interest Declaration form.
iii)Which of the Board Committee meetings did the MD/CEO attend during the period under review?	Finance and Investment Committee Product and Projects Committee
iv)Is the MD/CEO serving as NED in any other company? Yes/no. If yes, please state the company(ies)?	Yes. . The MD is a Non-Executive Director in Afriland Properties Plc.
v)Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No	Yes. There is no conflict of interest. The businesses of the 2 companies is not related.
Principle Directors 5:Executive Executive Directors support the Managing Director/ChiefExecutive operationsOfficerinmanagement Company ofthe and the	i)Do the EDs have employment? Yes/nocontractsof	Yes. The MD is the only ED and has a contract of employment.
ii)If yes, do the contracts of employment set out the roles and responsibilities of the EDs? Yes/No If no, in which document are the roles and responsibilities specified?	Yes. Not applicable.
iii)Do the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes. MD is the only ED apart and he signs the Conflict-of-Interest Declaration Form annually.
iv)Are there EDs serving as NEDs in any other company? Yes/No	The MD is NED of Afriland Properties Plc.
Principles	Reporting Questions	Explanation on application or deviation
If yes, please list
v)Are their memberships in these companies in line with Board-approved policy? Yes/No	Yes.
Principle Directors 6:Non-Executive Non-Executive Directors bring to bear their knowledge, expertise and independent judgment on issues of strategy and performance on the Board	i)Are the roles and responsibilities of the NEDs clearly defined and documented? Yes/No If yes, where are these documented?	Yes, The roles of NEDS are clearly defined in the Board Governance Charter.
ii)Do the NEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No	Yes
iii)Do the NEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes. This is done annually at the beginning of the year.
iv)Are NEDs provided with information relating to the management of the company and on all Board matters? Yes/No If yes, when is the information provided to the NEDs	Yes. Prior to Board and Board Committee meetings, NEDs are furnished with Board Reports, through the Board Effects platform and directly to their mails prior to the Board meeting by the Company Secretary.
v)What is theprocess ofcompleteness and information provided? adequacyensuring of the	Board and Committee Meeting Packs are circulated to NEDs prior to Board and Board Committee meetings by the Company Secretary. The packs are arranged serially in line with meeting Agenda. These documents are also uploaded to a Board Portal Called - Board Effects, where NEDs can electronically access the information 24/7
vi)Do NEDs have unfettered access to the EDs, Company Secretary and the Internal Auditor? Yes/No	Yes
Principle 7: Independent Non-Executive Directors Independent Non-Executive Directors bring a high degree of objectivity to the Board for sustaining stakeholder trust and confidence"	i)Do the INEDs meet the independence criteria prescribed under Section 7.2 of the Code? Yes/No	Yes
ii)Are there any exceptions?	No
iii)What is the process of selecting INEDs?	The Audit and Governance Committee reviews and screens the nomination of INED. The nomination is thereafter recommended to the Board of Directors for approval. The requirements for an INED's appointment are the following: • Not have shareholding of up to 0.01% of the paid-up capital of the company. • Not be a representative of a shareholder with significant control over Management. • Not being an ex-employee of the Company or Group within the last 5 years. • Not being a relative of the Company's Directors, Consultants, Managers, customers, or substantial shareholders. • Not being a director of the company in the last 3 years. • Does not act as Consultant to the Company and does not receive any other fee apart from fee received as a director.
iv)Do the INEDs have letters of appointment specifying their duties, liabilities and terms	Yes
Principles	Reporting Questions	Explanation on application or deviation
of engagement? Yes/No
v)Do the INEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes.
vi)Does the Board ascertain and confirm the independence of the INEDs? Yes/No If yes, how often? What is the process?	Yes This is done through Annual Board Evaluation review and Annual Conflict of Interest Declaration
vii) Is the INED a Shareholder Company? Yes/No ofthe If yes, what is the percentage shareholding?	No
viii) Does the INED have another relationship with the Company apart from directorship and/or shareholding? Yes/No If yes, provide details.	No
ix)What are the remuneration? componentsofINEDs	Annual Directors' fee, Sitting Allowance, Annual Medical Allowance and official car.
Principle Secretary 8:Company "The Company Secretary support the effectiveness of the Board by assisting the Board and management to develop good corporate governance practices and culture within the Company"	i) Is the Company Secretary in-house or outsourced?	In - house
ii) What is the qualification and experience of the Company Secretary?	The Company Secretary is Chartered Company Secretary and a Legal Practitioner within the meaning of the Legal Practitioner's Act, Cap L11, LFN 2004 and has over 20 years post qualification experience, with LLB, (Hons) BL qualifications.
iii) Where the Company Secretary is an employee of the Company, is the person a member of senior management?	Yes
iv) Who does the Company Secretary report to?	- Functionally to the Board, through The Chairman of the Board and - Administratively to the Managing Director/CEO.
v) What is the appointment and removal process of the Company Secretary?	The appointment of the Company Secretary is the responsibility of the Board of Directors. The appointment is a rigorous process similar to that of new Directors. The process of removal of the Company Secretary is In line with Section 33- 340 of the Companies and Allied Matters Act, 2020, the Board Charter, SEC and FRC Codes of Corporate Governance.
vi) Who undertakes and approves the performance appraisal of the Company Secretary?	The Board through, the Chairman of the Board of Directors.
Principle 9: Access Independent Advice to "Directors are sometimes required to make decisions of a technical and complex nature that may require independent expertise" external	i) Does the company have a Board-approved policy that allows directors access to independent professional advice in the discharge of their duties? Yes/No If yes, where is it documented?	Yes The Board Governance Charter
ii) Who bears the cost for the independent professional advice?	The Company
iii) During the period under review, did theDirectorsobtainanyindependent	Yes. In respect of: Directors received feedback from Board Evaluation
Principles	Reporting Questions	Explanation on application or deviation
professional advice? Yes/No If yes, provide details.	Review reports Consultants. fromappointedindependent
Principle 10: Meetings of the Board "Meetings are the principal vehicle for conducting the business of the Board and successfully fulfilling the strategic objectives of the Company"	i) What is the process for reviewing and approving minutes of Board meetings?	The Company Secretary circulates the minutes prior to the Board Meeting. During the meeting, the Board will review and approve the minutes subject to amendments, if any. A Director will normally move a motion for adoption of the minutes and is seconded by another Director. The resolution is carried, and the minutes is, signed by the Chairman and Company Secretary, and filed in the Company's Minutes Book.
ii) What are the timelines for sending the minutes to Directors?	72 hours after the meeting.
iii) What are the implications for Directors who do not meet the Company policy on meeting attendance?	Attendance record is disclosed in the Annual Reports and in line with Section 284 (2) of CAMA 2020, where a Director presents himself for re-election, a record of his attendance at the meetings of the Board during the preceding one year shall be made available to members at the general meeting where he/she is to be re-elected.
Principle Committees 11:Board "To ensure efficiency and effectiveness, the Board delegates some of its functions, duties and responsibilities to well-structured committees, without abdicating its responsibilities."	i) Do the Board Committees have Board-approved Charters which set out their responsibilities and terms of reference? Yes/No	Yes
ii) What is the process for reviewing and approving minutes of Board Committee of meetings?	The Company Secretary circulates the minutes prior to the Committee's Meeting. During the meeting, the Committee will review and approve the minutes subject to amendments, if any. This is preceded by moving of motion for adoption of the minutes and seconders.
iii) What are the timelines for sending the minutes to the directors?	72 hours after the meeting.
iv) Who acts committees? asSecretarytoboard	The Company Secretary
v) What Board Committees are responsible for the following matters? a) Nomination and Governance b) Remuneration c) Audit d) Risk Management	a) Audit and Governance Committee b) Audit and Governance Committee c) Audit & Governance Committee (d) Finance and Investment Committee
vi)What is the process of appointing the chair of each committee?	The Chairman of each Committee is appointed by the Chairman of the Board of Directors.
Committee responsible for Nomination and Governance	Audit and Governance Committee
vii) What is the proportion of INEDs to NEDs on the Committee responsible for Nomination and Governance?	The Audit and Governance Committee is made up of 4 members. 3 of the members are NED while 1 member is an INED.
viii) Is the chairman of the Committee a NED or INED?	NED
ix) Does the Company have a succession plan policy? Yes/No If yes, how often is it reviewed?	Yes. This is reviewed every 3 years.