ARBICO : NCCG 2018 REPORT FOR 2023

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 recognises 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.

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Section B - General Information

S/No.	Items	Details
i.	Company Name	Arbico PLC
ii.	Date of Incorporation	1958
iii.	RC Number	1702
iv.	License Number
v.	Company Physical Address	Plt D, Block 7, Industrial Crescent, Ilupeju, Lagos.
vi.	Company Website Address	www.arbico.ng
vii.	Financial Year End	31st December 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	Yes. R28 Holdings
ix.	Name and Address of Company Secretary	Olaniwun Ajayi LP, Ikoyi, Lagos
x.	Name and Address of External Auditor(s)	Ernst & Young, 57, Marina Lagos
xi.	Name and Address of Registrar(s)	Apel Asset Ltd. 8 Bashorun str. Ikoyi
xii.	Investor Relations Contact Person (E-mail and Phone No.)	Management
xiii.	Name of the Governance Evaluation Consultant	Management/Conversation
xiv.	Name of the Board Evaluation Consultant	Management/Conversation

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	Sir Kesington Adebutu	Chairman	Male	23/09/2013
2	Alkimos Makaronidis	Managing Director	Male	23/09/2013
3	Elder N.C.U Okoro	Director	Male	23/09/2013
4	Adebisi Adebutu	Director	Male	23/09/2013
5	Afolabi Aiyeola	Director	Male	23/09/2013
6	Eyo Asuquo	Director	Male	23/09/2013

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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 or Chairman)	Number of Committee Meetings Held in the Reporting Year	Number of Committee Meetings Attended in the Reporting Year
1	Alkimos Makaronidis	4	4	Yes - 1	Member	4	3
2	Elder N.C.U Okoro	4	4	Yes - 3	Member	13	12
3	Adebisi Adebutu	4	4	Yes - 2	Member	8	6
4	Afolabi Aiyeola
4	4	Yes - 4	Member	9	9
5	Eyo Asuquo	4	4	Yes - 5	Member	9	4

Section D - Details of Senior Management of the Company

1. Senior Management:

S/No.	Names	Position Held	Gender
1	Denis Venier	Acting General Manager	Male
2	Adedayo Olomoyoyo	Financial Controller	Male
3	Isaac Oshim	Head, Corporate Services	Male
4	Olatunde Oladoke	Head, Human Resources	Male
5	Kenanah Najmeddin	Head, Design	Female

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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?	No. The Board is guided by the Company's MEMART
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 Board members are sufficiently experienced in business, construction, and management.
ii) Does the company have a Board-approved diversity policy? Yes/No If yes, to what extent have the diversity targets been achieved?	NO
iii) Are there directors holding concurrent directorships? Yes/No If yes, state names of the directors and the companies?	NO
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
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 ?	Board meeting
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?	2013
vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No If yes, specify which document	NO
Principles	Reporting Questions	Explanation on application or deviation
Principle Director/ Officer 4: Chief Managing Executive "The ManagingDirector/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	No
iii)Which of the Board Committee meetings did the MD/CEO attend during the period under review?	Governance and Remuneration
iv)Is the MD/CEO serving as NED in any other company? Yes/no. If yes, please state the company(ies)?	No
v)Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No	No
Principle Directors 5:Executive Executive Directors support the Managing Director/Chief Executive Officer in the operations and management of the Company	i)Do the EDs have contracts of employment? Yes/no	Yes
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
iii)Do the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	No
iv)Are there EDs serving as NEDs in any other company? Yes/No If yes, please list	No
v)Are their memberships in these companies in line with Board-approved policy? Yes/No	No
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?	No
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	No
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 During both committee and board meeting
v)What is theprocess ofcompleteness and information provided? adequacyensuring of the	Signature
vi)Do NEDs have unfettered access to the EDs, Company Secretary and the Internal Auditor? Yes/No	Yes
Principle 7: Independent Non-Executive Directors	i)Do the INEDs meet the independence criteria prescribed under Section 7.2 of the Code? Yes/No	Yes
Principles	Reporting Questions	Explanation on application or deviation
Independent Non-Executive Directors bring a high degree of objectivity to the Board for sustaining stakeholder trust and confidence"	ii)Are there any exceptions?	No
iii)What is the process of selecting INEDs?	On Merit
iv)Do the INEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No	Yes
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?	No
vii) Is the INED a Shareholder of the Company? Yes/No 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	Basic, feeding, transportation
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?	Outsourced
ii) What is the qualification and experience of the Company Secretary?	High level experience
iii) Where the Company Secretary is an employee of the Company, is the person a member of senior management?	No
iv) Who does the Company Secretary report to?	The Board
v) What is the appointment and removal process of the Company Secretary?	The Board/Shareholder
vi) Who undertakes and approves the performance appraisal of the Company Secretary?	The Board
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?	No
ii) Who bears the cost for the independent professional advice?	The Company
iii) During the period under review, did theDirectors obtain any professional advice? Yes/No If yes, provide details. independent	No
Principle 10: Meetings of the Board "Meetings are the principal vehicle for conducting the business of the Board and successfully fulfilling the	i) What is the process for reviewing and approving minutes of Board meetings?	Handled by the Board/Company Secretary
ii) What are the timelines for sending the minutes to Directors?	One week
iii) What are the implications for Directors who do not meet the Company policy on meeting attendance?	Charges
Principles	Reporting Questions	Explanation on application or deviation
strategic objectives of the Company"
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	No
ii) What is the process for reviewing and approving minutes of Board Committee of meetings?	Handled by the Board committee/Company Secretary
iii) What are the timelines for sending the minutes to the directors?	One week
iv) Who acts as Secretary to board committees?	Company Secretary
v) What Board Committees are responsible for the following matters? a) Nomination and Governance b) Remuneration c) Audit d) Risk Management	1. Governance and Remuneration 2. Risk Management 3. Audit
vi) What is the process of appointing the chair of each committee ?	Nomination/Election
Committee responsible for Nomination and Governance
vii) What is the proportion of INEDs to NEDs on the Committee responsible for Nomination and Governance?	20:80
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, Yearly
x) How often are Board and Committee charters as well as other governance policies reviewed?	Yearly
xi) How does the committee report on its activities to the Board?	At the Board meeting
Committee responsible for Remuneration
xii) What is the proportion of INEDs to NEDs on the Committee responsible for Remuneration?	20:80
xiii) Is the chairman of the Committee a NED or INED ?	NED
Committee responsible for Audit
xiv) Does the Company have a Board Audit Committee separate from the Statutory Audit Committee? Yes/No	No
xv) Are members of the Committee responsible for Audit financially literate? Yes/No	Yes
xvi) What are experience? theirqualificationsand	ACA and highly experienced
xvii) Name the financial expert(s)onthe Committee responsible for Audit	Mr. Ademola Gboyega
Principles	Reporting Questions	Explanation on application or deviation
xviii) How often does the Committee responsible for Audit review the internal auditor's reports?	Quarterly
xix) Does the Company have a Board approved internal control framework in place? Yes/No	Yes
xx) How does the Board monitor compliance with the internal control framework?	Quarterly report from Audit team
xxi) Does the Committee responsible for Audit review the External Auditors management letter, Key Audit Matters and management response to issues raised? Yes/No Please explain.	Yes
xxii) Is there a Board-approved policy that clearly specifies the non-audit services that the external auditor shall not provide? Yes/No	No
xxiii) How many times did the Audit Committee hold discussions with the head of internal audit function and external auditors without the management during the period under review?	Four
Committee responsible for Risk Management
xxiv)Is the Chairman of the Risk Committee a NED or an INED?	NED
xxv) Is there a Board approvedRisk Management framework? Yes/No? If yes, when was it approved?	Yes
xxvi)How often does the Committee review the adequacy and effectiveness of the Risk Management Controls in place? Date of last review	Quarterly
xxvii) Does the Company have a Board-approved IT Data Governance Framework? Yes/No If yes, how often is it reviewed?	No
xxviii) How often does the Committee receive and review compliance report on the IT Data Governance Framework?	Through Risk Management Committee
xxix) Is the Chief Risk Officer (CRO) a member of Senior Management and does he have relevant experience for this role? Yes/No	Yes
xxx) How many meetings of the Committee did the CRO attend during the period under review?	Four
Principle 12: Appointment to the Board "A written, clearly defined, rigorous, formal and transparent procedure serves as a guide for the selection of Directors to ensure the appointment of high-quality individuals to the Board"	i) Is there a Board-approved policy for the appointment of Directors? Yes/No	No
ii) What criteria appointment? areconsideredfortheir	Skill and experience
iii) What is the Board process for ascertaining that prospective directors are fit and proper persons?	Board deliberations
iv)Is there a defined tenure for the following: a) The Chairman b) The MD/CEO c) INED	Yes
Principles	Reporting Questions	Explanation on application or deviation
d) NED e) EDs
v) Please state the tenure	One year
vi) Does the Board have a process to ensure that it is refreshed periodically? Yes/No?	Yes
Principle 13: Induction and Continuing Education "A formal induction programme on joining the Board as well as regular training assists Directors to effectively discharge their duties to the Company"	i) Does the Board have a formal induction programme for new directors? Yes/No	Yes
ii) During the period under review, were new Directors appointed? Yes/No If yes, provide date of induction.	No
iii) Are Directors provided relevant training to enable them effectively discharge their duties? Yes/No If yes, provide training details.	Personally
iv) How do you assess the training needs of Directors?	Knowledge
v) Is there a Board-approved training plan? Yes/No	No
vi) Has it been budgeted for? Yes/No	No
Principle 14: Board Evaluation "Annual Board evaluation assesses how each Director, the committees of the Board and the Board are committed to their roles, work together and continue to contribute effectively to the achievement of the Company's objectives"	i) Is there a Board-approved policy evaluating Board performance? Yes/No for	No
ii) For the period under review, was there any Board Evaluation exercise conducted? Yes/No	Yes, Management
iii) If yes, indicate whether internal or external. Provide date of last evaluation.	Internal
iv) Has the Board Evaluation report been presented to the full Board? Yes/No If yes, indicate date of presentation.	No
v) Did the Chairman discuss the evaluation report with the individual directors? Yes/No	No
vi) Is the result of the evaluation for each Director considered in the re-election process? Yes/No	No
Principle 15: Corporate Governance Evaluation "Institutionalizing a system for evaluating the Company's corporate governance practices ensures that its governance standards, practices and processes are adequate and effective"	i) For the period under review, has the Company conducted a corporate governance evaluation? Yes/No If yes, provide date of the evaluation.	Yes
ii) Is the result of the Corporate Governance Evaluation presented and considered by the Board? Yes/No	Committee report
iii) If yes, please indicate the date of last presentation.	Board meeting
iv) Is the summary of the Corporate Governance Evaluation included in the annual reports and Investors portal? Yes/No	Yes
Principle 16: GovernanceRemuneration	i) Is there a Board-approved remuneration policy? Yes/No Directors' If yes, how often is it reviewed?	No
Principles	Reporting Questions	Explanation on application or deviation
"The Board ensures that the Company remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term"	ii) Provide details of directors' fees, allowances and all other benefits paid to them during the period under review	N250,000 :00 per sitting
iii) Is the remuneration of NEDS presented to shareholders for approval? Yes/No If yes, when was it approved?	Yes. Board minutes
iv) What portion of the NEDs remuneration is linked to company performance?	Basic
v) Is there a Board-approved remuneration policy for Executive and Senior management? Yes/No If yes, to what extent is remuneration linked to company performance?	No
vi) Has the Board setKPIsforExecutive Management? Yes/No	Yes
vii) If yes, was the performance measured against the KPIs? Yes/No	Yes
viii) Do the MD/CEO, EDs and Secretary receive a sitting and/or directors' fees? Yes/No Company allowance	No
ix) Which of the following receive allowance and/or fees: sitting a. MD/CEO b. ED c. Company Secretary d. Other Senior management staff	NED
x) Is there a Board-approved clawback policy for Executive management? Yes/No If yes, attach the policy.	No
Principle Management 17:Risk "A sound framework for managing risk and ensuring an effective internal control system is essential for achieving the strategic objectives of the Company"	i) Has the Board defined the company's risk appetite and limit? Yes/No	Yes
ii) How often does the company conduct a risk assessment?	Quarterly
iii) How often does the board receive and review risk management reports?	Quarterly
Principle 18: Internal Audit "An effective internal audit function provides assurance to the Board on the effectiveness of the governance, risk management and internal control systems"	i) Does the company have an Internal Audit function? Yes/No If no, how has the Board obtained adequate assurance on the effectiveness of internal processes and systems?	Yes
ii) Does the company have a Board-approved internal audit charter? Yes/No	No
iii) Is the head of internal audit a member of senior management? Yes/No	Yes
iv)What is the qualification and experience of the head of internal audit?	Highly technical experience
v) Does the company have a Board-approved annual risk-based internal audit plan? Yes/No	Yes
vi) Does the head of the internal audit function report at least once every quarter to the committee responsible for audit, on the	Yes

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