ARDOVA : NCCG COMPLIANCE REPORTING

FINANCIAL REPORTING COUNCIL OF NIGERIA

Ministry of Industry, Trade & Investment)

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:

1. 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.

1. An explanation on how you are applying the principle, or otherwise should be included as part of your response.
2. Not Applicable (N/A) is not a valid response.

Section B - General Information

S/No.	Items	Details
i.	Company Name	ARDOVA PLC
ii.	Date of Incorporation	December 11, 1964
iii.	RC Number	4119
iv.	License Number
v.	Company Physical Address	1, AP/Conoil Road, Ijora, Lagos
vi.	Company Website Address	http://www.ardovaplc.com
vii.	Financial Year End	31 December 2022
viii.	Is the Company a part of a Group/Holding Company? Yes/No	Yes
	If yes, please state the name of the Group/Holding Company

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

		Ardova Plc is the holding Company. The
		Subsidiary Companies are: Enyo Retail and
		Supply Ltd, Ardogreen Energy Ltd, Axles
		and Cartage Limited, AP Renewables
		Limited, AP LPG Limited
ix.	Name and Address of Company Secretary	Oladeinde Nelson-Cole
		1 AP/ Conoil Road, Ijora, Apapa Lagos.
x.	Name and Address of External Auditor(s)	Deloitte &Touche
		Civic Towers, Ozumba Mbadiwe Avenue,
		Victoria Island, Lagos
xi.	Name and Address of Registrar(s)	Veritas Registrars Limited
		Plot 89A, Ajose Adeogun Street, Victoria
		Island, Lagos State
xii.	Investor Relations Contact Person	Korede Ologun
	(E-mail and Phone No.)	[e-mail],
		08025896670
xiii.	Name of the Governance Evaluation Consultant	We are in discussion with Society for
		Corporate Governance regarding the
		conduct of this exercise.
xiv.	Name of the Board Evaluation Consultant	J.K Randle International

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

1. Board Details:

S/No.	Names of Board Members	Designation	Gender	Date First	Remark
		(Chairman, MD, INED, NED,		Appointed/ Elected
		ED)
1.	AbdulWasiu Sowami	Chairman (NED)	Male	June 20, 2019
2.	Olumide Adeosun	CEO (ED)	Male	June 20,2019
3.	Moshood Olajide	ED,Finance &Risk Mgt	Male	June 20, 2019
4.	Aniola Durosinmi-Etti	INED	Female	June 20, 2019
5.	Olusola Adeeyo	INED	Male	June 20, 2019
6.	Mohammed Aminu Umar	NED	Male	June 20, 2019

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

2. Attendance at Board and Committee Meetings:

S/No.	Names of Board Members	No. of	No. of	Membership of	Designation	Number of Committee	Number of
		Board	Board	Board	(Member or	Meetings Held in the	Committee
		Meetings	Meetings	Committees	Chairman)	Reporting Year	Meetings
		Held in the	Attended				Attended in
		Reporting	in the				the
		Year	Reporting				Reporting
			Year				Year
1.	AbdulWasiu Sowami	4	4	No	Chairman	0	0
					of the
					Board
2.	Olumide Adeosun	4	4	Board Risk	Member	2	2
				Management
				Committee
3.	Moshood Olajide	4	4	Board Risk	Member	2	2
				Management
				Committee
4.	Aniola Durosinmi-Etti (Mrs.)	4	4	Board	Chairman	2	2
				Governance
				and
				Remuneration
				Committee
				Board Risk	Member	2	2
				Management
				Committee
5.	Mohammed Aminu Umar	4	4	Board Risk	Chairman	2	2
				Management
				Committee
				Board	Member	2	2
				Governance
				&Remuneration
				Committee
				Statutory Audit	Member	4	4
				Committee
6.	Olusola Adeeyo	4	3	Statutory Audit	Chairman	4	4
				Committee
				Board	Member	2	2
				Governance &
				Remuneration
				committee

Section D - Details of Senior Management of the Company

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

1. Senior Management:

S/No.	Names	Position Held	Gender
1.	Oladeinde Nelson-Cole	Company Secretary /General Counsel	Male
2.	Sade Taiwo	GM, Integrated Supply &Trading	Female
3.	Habiba Abubakar	GM, Channels	Female
4.	Ibrahim Bamgbopa	Gm, Projects & Engineering	Male
5.	David Fulani	GM, Operation	Male
6.	Gabriel Orukpe	GM, EHSSQ & Govt. Relations	Male
7.	Abiodun Ope-Adesanya	GM, Human Capital Management	Female
8.	Edidiong Ekwere	GM, Strategy & Business Transformation	Female
9.	Adeonke Akilo	GM, Axles &Cartage Ltd	Female
10.	Funmilola Kalejaiye	Head, Corporate Services	Female
11.	Babatunde Zaccheaus	Business Assurance & Compliance	Male
12.	Ibiyemi Fashina	Mgr, Legal Properties	Female
13.	Korede Ologun	Senior Analyst, Investors Relation	Male
14.	James Makinde	GM, Commercial Development	Male
15.	Ololade Adebisi	Manager, Risk & Sustainability	Female
16.	Oluseun Ismail	Manager, Treasury & Investments	Female
17.	Arinola Shobande	Mgr, Bands and Corporate	Female
		Communications

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

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	i) Does the Board have an approved Charter	Yes
Board						which sets out its responsibilities and terms	It was last reviewed 2020
							of reference? Yes/No
"A successful Company is
If yes, when was it last reviewed?
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"
Principle 2: Board Structure	i) What are the qualifications and	See profile of Directors attached
and Composition			experiences of the directors?
"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 "
							ii) Does the company have a Board-	Yes, this is provided for in the Corporate Governance
							approved diversity policy? Yes/No	Framework, Employee Handbook, Human Rights Policy.
							If yes, to what extent have the diversity	Below is the report on gender ratio of male to female
							targets been achieved?
							employees as at 31 December 2022 when compared
								with 2021:
									a) 2021 - 84% : 16%
									b) 2022 - 80% : 20%
							iii) Are there directors holding concurrent	Yes
							directorships? Yes/No	a) Olusola Adeeyo-; Axa Mansard Insurance PLC
							If yes, state names of the directors and the
							b)	Abdulwasiu Sowami: Prudent E&P LTD, FES Energy
							companies?
								Limited (UAE), Ignite Investment & Commodities
									Limited, Prudent Gas LTD, and Prudent Effsow
									Commodities LTD,
								c)	Mohammed Aminu Umar: Integrated Shipping
									Services Nigeria LTD, Sea Transport Services Nigeria
									Ltd

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018