AXA MANSARD INSURANCE : AXA MANSARD - NCCG REPORTING FOR 2023

FINAFINANCIAL 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.

Section B - General Information

S/No.	Items	Details
i.	Company Name	AXA MANSARD INSURANCE PLC
ii.	Date of Incorporation	23RD JUNE 1989
iii.	RC Number	133276
iv.	License Number	RC-016
v.	Company Physical Address	1412 AHMADU BELLO WAY, VI, LAGOS
vi.	Company Website Address	www.axamansard.com
vii.	Financial Year End	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
ix.	Name and Address of Company Secretary	OMOWUNMI ADEWUSI/1412 AHMADU BELLO WAY, VICTORIA ISLAND, LAGOS
x.	Name and Address of External Auditor(s)	KPMG, KPMG TOWERS BISHOP ABOYADE COLE, VI, LAGOS
xi.	Name and Address of Registrar(s)	DATAMAX REGISTRARS LIMITED/2C GBAGADA EXPRESSWAY, GBAGADA BY BEKO RANSOM KUTI PARK
xii.	Investor Relations Contact Person (E-mail and Phone No.)	NGOZI OLA-ISRAEL [e-mail] 09095321068
xiii.	Name of the Governance Evaluation Consultant	DCSL CORPORATE SERVICES LIMITED
xiv.	Name of the Board Evaluation Consultant	DCSL CORPORATE SERVICES LIMITED

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	KOLA ADESINA	CHAIRMAN/INED	MALE	30/6/23
2	KUNLE AHMED	MD	MALE	15/02/2012
3	RASHIDAT ADEBISI	ED	FEMALE	14/02/2020
4	ABIOLA BADA	INED	FEMALE	6/1/2022
5	GBOLA AKINOLA	NED	MALE	30/6/2023
6	MARIANO CABALLERO	NED	MALE	30/6/2023
7	MELINA COTLAR	NED	FEMALE	6/4/2023
8	TOPE ADENIYI	NED	MALE	14/02/2020
9	THOMAS HUDE	NED	MALE	6/01/2022
10	LATIFA SAID	NED	FEMALE	6/01/2022

2.

Attendance at Board and Committee Meetings:

S/No.	Names of Board Members	No. of Board Meetings Held in the Reporting Year	No. Board Meetings Attendedof 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	KOLA ADESINA	4	2	Not a member of any Committee as he is the Chairman of the Board	CHAIRMAN	Not a member of any Committee as he is the Chairman of the Board	0
2	KUNLE AHMED	4	4	2	Board Investment and Finance Committee (Member) Board Risk Management and Technical Committee (Member)	4 4	8
3	RASHIDAT ADEBISI	4	4	2	Board Investment and Finance Committee (Member) Board Risk Management and Technical Committee (Member)	4 4	8
4	ABIOLA BADA	4	4	2	Board Governance, Remuneration, Establishment and General-Purpose Committee (Chairperson)Board andAuditCompliance Committee (Chairperson)	4 4	8
5	MARIANO CABALLERO	4	2	2	Board Investment and Finance Committee (Chairman) Board Risk Management and Technical Committee (Member)	4 4	2 1
S/No.	Names of Board Members	No. of Board Meetings Held in the Reporting Year	No. Board Meetings Attendedof 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
6	MELINA COTLAR	4	3	1	Board Risk Management and Technical Committee (Chairman)	4	3
7	TOPE ADENIYI	4	4	1	Board Investment and Finance Committee (Member)	4	4
8	THOMAS HUDE	4	0	3	Board Investment and Finance Committee (Member) Board Governance, Remuneration, Establishment and General-Purpose Committee (Member)Board andAuditCompliance Committee (Member)	4 4 4	0 0 0
9	GBOLA AKINOLA	4	2	1	Board Governance, Remuneration, Establishment and General-Purpose Committee (Member)	4	2
1o	LATIFA SAID	4	3	1	Board Governance, Remuneration, Establishment and General-Purpose Committee (Member)	4	3

Section D - Details of Senior Management of the Company

1.

Senior Management:

S/No.	Names	Position Held	Gender
1	KUNLE AHMED	CHIEF EXECUTIVE OFFICER	MALE
2	RASHIDAT ADEBISI	EXECUTIVE DIRECTOR, TECHNICAL AND CLIENT SERVICES	FEMALE
3	OYEDOYIN AWOYINFA	CHIEF COMPLIANCE OFFICER	FEMALE

4

SOLA ODUMUYIWA

CHIEF INTERNAL AUDITOR

MALE

5

OMOWUNMI ADEWUSI

COMPANY SECRETARY

FEMALE

6

TEJU SCOTT

CHIEF RISK OFFICER

FEMALE

7

ADEKUNLE AKINBOWALE

CHIEF SECURITY OFFICER

MALE

8

CHIZURU NWANKWONTA

CHIEF TECHNOLOGY OFFICER

MALE

9

ABISOLA NWOBOSHI

GROUP HEAD, PROPERTY AND CASUALTY

FEMALE

10

ADEMOLA LAWSON

GROUP HEAD, ENERGY AND EMERGING CORPORATES

MALE

11

OLAJUMOKE ODUNLAMI

CHIEF MARKETING OFFICER

FEMALE

12

GANIU SHEFIU

CHIEF ACTUARY

MALE

13

ADEOLA ADEBANJO

GROUP HEAD, RETAIL SERVICES DIVISON

MALE

14

NGOZI OLA-ISRAEL

CHIEF FINANCIAL OFFICER

FEMALE

15

NDUBUISI ALU

CHIEF UNDERWRITING OFFICER

MALE

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, THE BOARD HAS AN APPROVED CHARTER/TERMS OF REFERENCE. THIS WAS LAST REVIEWED IN 2019
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 HAVE DIVERSE PROFESSIONAL QUALIFICATIONS AS WELL AS FINANCIAL AND TECHNICAL BACKGROUNDS. THEIR QUALIFICATIONS RANGE FROM FINANCIAL/ACCOUNTING BACKGROUND, AUDIT AND INSURANCE.
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 COMPANY HAS A POLICY WHICH PROVIDES DIVERSITY, INCLUSION AND EQUALITY TO ALL STAFF IRRESPECTIVE OF THEIR GENDER, RACE, RELIGION, MARITAL OR SOCIAL CLASS.
iii) Are there directors holding concurrent directorships? Yes/No If yes, state names of the directors and the companies?	YES. MR. KOLA ADESINA - IS A DIRECTOR AT SAHARA GROUP, MR GBOLA AKINOLA IS A MEMBER OF THE BOARD OF DIRECTORS LACIAC, RASHIDAT ADEBISI- NED -AXA MANSARD INVESTMENTS LTD, AXA MANSARD HEALTH LTD AND APD LIMITED KUNLE AHMED- NED, AXA MANSARD HEALTH LTD TOPE ADENIYI- CEO, AXA MANSARD HEALTH LTD ,NED, AXA MANSARD INVESTMENTS LTD AND PENIEL APARTMENT LTD
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?	NONE
iii) Is the Chairman an INED or a NED?	NED
Principles	Reporting Questions	Explanation on application or deviation
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?	30/6/23
vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No If yes, specify which document	YES, THIS IS STATED IN THE BOARD TERMS OF REFERENCE AND HIS LETTER OF APPOINTMENT
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, THE MD/CEO HAS A CONTRACT OF EMPLOYMENT WHICH SETS OUT HIS AUTHORITY AND RELATIONSHIP WITH THE BOARD.
ii)Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	YES, THE MD/CEO DECLARES CONFLICT OF INTEREST ON APPOINTMENT, ANNUALLY AND THEREAFTER AS THEY OCCUR.
iii)Which of the Board Committee meetings did the MD/CEO attend during the period under review?	1. BOARD RISK MANAGEMENT AND TECHNICAL COMMITTEE MEETING; AND 2. BOARD INVESTMENT AND FINANCE COMMITTEE
iv) Is the MD/CEO serving as NED in any other company? Yes/no. If yes, please state the company(ies)?	YES, NED-AXA MANSARD HEALTH LIMITED
v) Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No	YES
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, THE ED 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, THE CONTRACT OF EMPLOYEMENT SETS OUT THE ROLES AND RESPONSIBILITIES
iii)Do the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	YES
iv) Are there EDs serving as NEDs in any other company? Yes/No If yes, please list	YES RASHIDAT ADEBISI, AXA MANSARD INVESTMENTS LIMITED, AXA MANSARD HEALTH LIMITED AND APD LIMITED
v)Are their memberships in these companies in line with Board-approved policy? Yes/No	YES
Principle 6: Non-Executive Directors 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 AND RESPONSIBILITIES OF THE NEDs ARE DOCUMENTED IN THE LETTER OF APPOINTMENT
ii) Do the NEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No	YES, THE NEDS HAVE LETTERS OF APPOINTMENT STATING THEIR DUTIES, LIABILITIES AND TERMS OF ENGAGEMENT
iii) Do the NEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	YES
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, THIS IS PROVIDED IN THE BOARD REPORTS PRESENTED EVERY QUARTER AT BOARD MEETINGS.
Principles	Reporting Questions	Explanation on application or deviation
v)What is the process of ensuring completeness and adequacy of the information provided?	THE INFORMATION IS REVIEWED BY THE COMPANY SECRETARIAT WHICH IS ALSO VERIFIED BY THE GOVERNANCE CONSULTANTS.
vi) Do NEDs have unfettered access to the EDs, Company Secretary and the Internal Auditor? Yes/No	YES, THE NEDS HAVE UNFETTERED ACCESS TO THE ED, COMPANY SECRETARY AND INTERNAL AUDITOR.
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, THE INED MEETS THE CRITERIA PRESCRIBED UNDER SECTION 7.2 OF THE CODE
ii)Are there any exceptions?	NO, THERE ARE NONE
iii)What is the process of selecting INEDs?	THE COMMITTEE RESPONSIBLE FOR NOMINATION AND GOVERNANCE ENSURES INTERVIEWS ARE CONDUCTED FOR SUCH DIRECTORS TO ENSURE THAT THE PROPOSED DIRECTORS ARE FIT AND PROPER PERSONS. ALSO, BACKGROUND CHECKS ARE CARRIED OUT ON THEIR SUITABILITY AND TO CONFIRM THEIR SHAREHOLDING STATUS.
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?	YES. THE BOARD CONFIRMS THIS PRIOR TO APPOINTMENT BY CONDUCTING DUE DILIGENCE ON THE PROPOSED INEDS. THE GOVERNANCE AND NOMINATION COMMITTEE ENSURES THAT THE PROPOSED INEDS HAVE NO SHARES OR INTEREST IN THE COMPANY TO ENSURE THEY ARE TRULY INDEPENDENT
vii) Is the INED a Shareholder of the Company? Yes/No If yes, what shareholding? isthepercentage	NO, THE INED IS NOT A SHAREHOLDER OF THE COMPANY
viii) Does the INED have another relationship with the Company apart from directorship and/or shareholding? Yes/No If yes, provide details.	NO, THE INED DOES NOT HAVE ANY OTHER RELATIONSHIP WITH THE COMPANY ASIDES FROM DIRECTORSHIP
ix)What are the components of INEDs remuneration?	SITTING ALLOWANCE, DIRECTORS FEES;AND TRAVEL EXPENSES.
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?	LEGAL PRACTITIONER WITH OVER 20 YEARS COGNATE EXPERIENCE, MEMBER OF INTERNATIONAL BAR ASSOCIATION, NIGERIAN BAR ASSOCIATION, CHARTERED INSTITUTE OF ARBITRATORS AND CHARTERED INSTITUTE OF SECRETARIES AND ADMINISTRATORS OF NIGERIA
iii) Where the Company Secretary is an employee of the Company, is the person a member of senior management?	YES, THE COMPANY SECRETARY IS A MEMBER OF SENIOR MANAGEMENT
iv) Who does the Company Secretary report to?	THE BOARD AND THE CHIEF EXECUTIVE OFFICER
v) What is the appointment and removal process of the Company Secretary?	THE BOARD IS RESPONSIBLE FOR APPOINTING AND REMOVAL OF THE COMPANY SECRETARY IN LINE WITH
Principles	Reporting Questions	Explanation on application or deviation
THE PROVISIONS OF THE COMPANIES AND ALLIED MATTERS ACT 2020.
vi) Who undertakes and approves the performance appraisal of the Company Secretary?	THE PERFORMANCE APPRAISAL OF THE COMPANY SECRETARY IS DONE AT THE END OF THE YEAR BY THE CHAIRMAN OF THE BOARD DURING THE BOARD EVALUATION EXERCISE.
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?	THE TERMS OF REFERENCE ALLOW FOR THE BOARD TO ACCESS INDEPENDENT ADVICE WHERE REQUIRED.
ii) Who bears the cost for the independent professional advice?	THE COMPANY
iii) During the period under review, did the Directors obtain any independent professional advice? Yes/No If yes, provide details.	NO, THE DIRECTORS DID NOT OBTAIN ANY INDEPENDENT PROFESSIONAL ADVICE
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 MINUTES OF THE PREVIOUS MEETING ARE SHARED WITH THE DIRECTORS. THE MINUTES ARE THEREAFTER APPROVED AT THE BOARD MEETINGS.
ii) What are the timelines for sending the minutes to Directors?	THE MINUTES OF THE MEETING ARE CIRCULATED TO THE DIRECTORS WITH THE NOTICE OF MEETING AT LEAST 14 DAYS BEFORE THE MEETING.
iii) What are the implications for Directors who do not meet the Company policy on meeting attendance?	DIRECTORS ARE REQUIRED TO ATTEND 75% OF THE MEETINGS. IF THEY FAIL TO ADHERE TO THIS, THEY MAY BE REMOVED BY THE SHAREHOLDERS AT BOARD MEETINGS.
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, THERE ARE BOARD APPROVED CHARTERS/TERMS OF REFERENCE FOR BOARD COMMITTEES.
ii) What is the process for reviewing and approving minutes of Board Committee of meetings?	THE MINUTES OF THE PREVIOUS MEETING ARE SHARED WITH THE DIRECTORS. THE MINUTES ARE THEREAFTER APPROVED AT THE BOARD COMMITTEE MEETINGS.
iii) What are the timelines for sending the minutes to the directors?	THE MINUTES OF THE MEETING ARE CIRCULATED TO THE DIRECTORS WITH THE NOTICE OF MEETING AT LEAST 14 DAYS BEFORE THE MEETING.
iv) Who acts as Secretary to board committees?	THE COMPANY SECRETARY AND MEMBERS OF THE LEGAL TEAM.
v) What Board Committees are responsible for the following matters? a) Nomination and Governance b) Remuneration c) Audit d) Risk Management	A) BOARD GOVERNANCE, REMUNERATION, ESTABLISHMENT AND GENERAL-PURPOSE COMMITTEE B) BOARD GOVERNANCE, REMUNERATION, ESTABLISHMENT AND GENERAL-PURPOSE COMMITTEE C) STATUTORY AUDIT COMMITTEE D) D) BOARD RISK MANAGEMENT AND TECHNICAL COMMITTEE
vi) What is the process of appointing the chair of each committee?	THE CHAIRMEN OF THE COMMITTEES ARE DETEREMINED BY THE BOARD.
Committee responsible for Nomination and Governance
vii) What is the proportion of INEDs to NEDs on the Committee responsible for Nomination and Governance?	1 INED: 2 NEDs
viii) Is the chairman of the Committee a NED or INED ?	INED
Principles	Reporting Questions	Explanation on application or deviation
ix) Does the Company have a succession plan policy? Yes/No If yes, how often is it reviewed?	YES, THIS IS REVIEWED ANNUALLY
x) How often are Board and Committee charters as well as other governance policies reviewed?	IN ACCORDANCE WITH THE TERMS OF REFERENCE
xi) How does the committee report on its activities to the Board?	THE COMMITTEE PRESENTS ITS REPORTS TO THE BOARD THROUGH THE CHAIRMAN OF THE COMMITTEE AT THE BOARD MEETING AND THIS IS DOCUMENTED IN THE MINUTES OF THE BOARD.
Committee responsible for Remuneration
xii) What is the proportion of INEDs to NEDs on the Committee responsible for Remuneration?	1 INED: 2 NEDs
xiii) Is the chairman of the Committee a NED or INED ?	INED
Committee responsible for Audit
xiv) Does the Company have a Board Audit Committee separate from the Statutory Audit Committee? Yes/No	THE COMPANY HAS A STATUTORY AUDIT COMMITTEE IN WHICH THE BOARD MEMBERS ARE ADEQUATELY REPRESENTED ON IT.
xv) Are members of the Committee responsible for Audit financially literate? Yes/No	YES, MEMBERS OF THE COMMITTEE ARE FINANCIALLY LITERATE
xvi) What are experience? theirqualificationsand	THEY ALL HAVE REQUISITE KNOWLEDGE OF ACCOUNTING, FINANCIAL ANALYSIS, AUDIT AND FINANCIAL REPORTING
xvii) Name the financial expert(s) on the Committee responsible for Audit	MRS ABIOLA BADA, ALHAJI SADIQ BELLO,AND MRS ADEBISI BAKARE & ASARI ETUK
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, THERE IS A BOARD APPROVED INTERNAL CONTROL FRAMEWORK
xx) How does the Board monitor compliance with the internal control framework?	A REPORT ON THIS IS PRESENTED TO THE BOARD QUARTERLY AND PERFORMANCE IS MONITORED.
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. THE AUDIT AND COMPLIANCE COMMITTEE REVIEWS THE EXTERNAL AUDITORS' MANAGEMENT LETTER AT THE END OF THE EXTERNAL AUDITORS' ENGAGEMENT, THE COMMITTEE REVIEWS THE EXTERNAL AUDITOR'S MANAGEMENT LETTER WHICH CONTAINS THE KEY AUDIT MATTERS AND MANAGEMENT RESPONSES. THE MANAGEMENT LETTER EXPLAINS ALL MATERIAL EXCEPTIONS NOTED WITH MANAGEMENT RESPONSE ON HOW TO ADDRESS THEM. THE COMMITTEE SEEKS CLARIFICATIONS FROM EXTERNAL AUDITORS AND MANAGEMENT AS IT RELATES TO THE AUDIT OF THE COMPANY'S FINANCIAL STATEMENTS AND MATTERS RAISED. THE COMMITTEE ALSO HAS PRIVATE DISCUSSIONS WITH THE EXTERNAL AUDITORS. THIS MEETING IS CALLED AN ''IN-CAMERA SESSION WITH THE EXTERNAL AUDITORS'' WHERE THEY DISCUSS ISSUES CONSIDERED PRIVATE.
xxii) Is there a Board-approved policy that clearly specifies the non-audit services that the external auditor shall not provide? Yes/No	YES
xxiii) How many times did the Audit Committee hold discussions with the head of internal	QUARTERLY (FOUR TIMES)

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