BERGER PAINTS NIGERIA : 2023 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:

1. 1. Every line item and indicator must be completed.
   2. Respond to each question with "Yes" where you have applied the principle, and "No" where you are yet to apply the principle.
   3. 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.

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Section B - General Information

S/No.			Items				Details
i.		Company Name				Berger Paints Nigeria Plc
ii.		Date of Incorporation				January 9, 1959
iii.		RC Number				1837
iv.		License Number				L.0153
v.		Company Physical Address			102 Oba Akran Avenue, Ikeja
						Industrial Estate, Lagos
vi.		Company Website Address			www.bergerpaintsnig.com
vii.		Financial Year End				December 31, 2023
viii.		Is the Company a part of a Group/Holding Company?	No.
		Yes/No
		If yes, please state the name of the Group/Holding
		Company
ix.		Name and Address of Company Secretary		Omolara Bello
						102, Oba Akran Avenue, Ikeja Lagos
x.		Name and Address of External Auditor(s)		KPMG Professional Services.
						KPMG Tower, Bishop Aboyade Cole
						Street, Victoria Island, Lagos.
xi.		Name and Address of Registrar(s)			Meristem Registrars and Probate
						Services Limited.
						213, Herbert Macaulay Way,
						Adekunle, Yaba, Lagos State.
xii.		Investor Relations Contact Person			[e-mail]
		(E-mail and Phone No.)			[phone]
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	Designation	Gender	Date First	Remark
		Members	(Chairman, MD,		Appointed/
			INED, NED, ED)		Elected
1		Abi Ayida	Chairman	Male	December 14, 1999	Elected Chairman June
							7, 2018
2		Kunle Olowokande	NED	Male	July 17, 2014
3		Raj Mangtani	NED	Male	July 17, 2014	Indian National
4		Ogechi Iheanacho	NED	Female	January 02, 2021
5		Erejuwa Gbadebo	INED	Female	January 28, 2021
6		Aisha Umar	INED	Female	January 28, 2021
7		Mrs. Alaba Fagun	ED - MD/CEO	Female	October 1, 2022

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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	No. of Board	No. of Board	Membership of	Designation	Number of	Number of
	Board	Meetings	Meetings	Board Committees	(Member or	Committee	Committee
	Members	Held in the	Attended in		Chairman)	Meetings	Meetings
		Reporting	the Reporting			Held in the	Attended in the
		Year	Year			Reporting	Reporting Year
						Year
1.	Mr. Abi Ayida	5	5	Not a member of	Board Chair	-	-
				any committee as
				he is the
				Chairperson of the
				Board
2.	Mr. Kunle	5	5	Finance and	Committee	6	6
	Olowokande			General-Purpose	Chair
				Committee
				Audit, Strategy and	Member	5	5
				Risk Management
				Committee
3.	Mr. Raj	5	2	Finance and	Member	6	5
	Mangtani			General-Purpose
				Committee
				Establishment,
				Remuneration and	Member	4	4
				Governance
				Committee
4.	Mrs. Ogechi	5	5	Audit Strategy and	Committee	5	5
	Iheanacho			Risk Management	Chair
				Establishment,		4	4
				Remuneration and	Member
				Governance
5.	Mrs. Erejuwa	5	5	Establishment,	Committee	4	4
	Gbadebo			Remuneration and	Chair
				Governance
				Committee.
				Audit, Strategy and	Member	5	5
				Risk Management
				Committee
6.	Mrs. Aisha	5	5	Establishment,	Member	4	4
	Umar			Remuneration and
				Governance
				Committee
				Finance and	Member	6	6
				General-Purpose
				Committee
7.	Mrs. Alaba	5	5	Finance and	Member	6	6
	Fagun			General-Purpose
				Committee

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Section D - Details of Senior Management of the Company
1.	Senior Management:
S/N		Names	Position Held	Gender
1		Mrs. Alaba Fagun	Managing Director/Chief Executive Officer	Female
2.		Mr. Celestine Aruoture	Chief Operating Officer	Male
2		Mr. Onyebuchi Roberts	Chief Financial Officer	Male
3		Ms. Peculiar Okafor	Head of Marketing	Female
4		Mr. Olawale Aderemi	Head of Sales	Male
5		Ms. Omolara Bello	Company Secretary & Legal Adviser	Female
7		Mrs. Ronke Olajubu	Head of Operations	Female
8		Mr. Opeyemi Subair	Head of Internal Control, Risk and Credit Control	Male
9		Mrs. Oluwayemisi Ilile	Head of Human Resources	Female
10		Mrs. Yemi Daramola	Head, Internal Audit	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		i) Does the Board have an approved	Yes.
"A successful Company is headed by an	Charter which sets out its responsibilities
and terms of reference? Yes/No
effective Board which is responsible for
If yes, when was it last reviewed?	2023
providing entrepreneurial and strategic
leadership as well as promoting an
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"

1. What are the qualifications and experiences of the directors?

1. Mr. Abi Ayida - Bachelor's degree in
   Economics (University of Minnesota,
   USA), Masters' degree in Economics
   (Pennsylvania State University, USA)
   35 years' cumulative work experience
2. Mr. Raj Mangtani - Bachelor's degree in Commerce (University of Bombay) 42 years' cumulative work experience
3. Mr. Kunle Olowokande - HND Accountancy (Yaba) MA, International Finance (University of North London) ACCA Chartered Accountant.
   23 years' cumulative work experience
4. Dr. Ogechi Iheanacho - LLB, LLM (Commercial and Corporate Law), ICSA (Chartered Governance Institute UK), PhD, Corporate and Commercial Law (University of Calabar)
   20 years' cumulative work experience
5. Mrs. Erejuwa Gbadebo - BSc (Hons), MSc Architecture, (University of Jos),

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Principles	Reporting Questions		Explanation on application or deviation
			MBA (Henley Management College,
			UK), RIBA, MRICS
			38 years cumulative work experience
		6 Mrs. Aisha Umar - LLB (Bucks UK), LLM
			(London UK), BL PGD Oxon, CAS Bern,
			Barrister, Solicitor and Notary Public of
			Nigeria
			29 years' cumulative work experience
		7 Mrs. Alaba Fagun - B.ES, B. ARCH
			Architecture, (University of Lagos).
			IWFM
			27 years cumulative work experience
	ii) Does the company have a Board-	Yes.
	approved diversity policy? Yes/No
	If yes, to what extent have the diversity	The Board is made up of 3 male Non-
	targets been achieved?
	Executive Directors, 3 female Non-
		Executive Directors and 1 female
		Executive Director.
	iii) Are there directors holding concurrent	Yes.
	directorships? Yes/No
	If yes, state the names of the directors	1.	Mr. Abi Ayida
	and the companies?		Jurewa Investments Ltd.
			Alemaje and Company Ltd.
			Reclyclan Holdings Ltd.
		2.	Dr. Ogechi Iheanacho
			Harmony Trust & Investment Company
			Ltd.
			Regal Investments Company Ltd.
		3.	Mrs. Erejuwa Gbadebo
			Propose Design &Implement (PDI) Ltd.
			Eko Development Company Ltd.
		4	Mrs. Aisha Umar
			JAIZ Bank PLC;
			NGX Realco, a subsidiary of NGX
			Group.
		5.	Mr. Adekunle Olowokande
			CAFOA Nigeria Ltd.
			Austin Fraser Ltd.
		6.	Mr. Raj Mangtani
			First Blends Ltd.
	iv) Is the MD/CEO or an Executive	No.
	Director a chair of any Board
	Committee? Yes/No
	If yes, provide the names of the
	Committees.
Principle 3: Chairman	i) Is the Chairman a member or chair of	No.
"The Chairman is responsible for	any of the Board Committees? Yes/no
If yes, list them.
providing overall leadership of the
Company and the Board, and eliciting	ii) At which Committee meeting(s) was	None. The Chairman only attends Board
the constructive participation of all	the Chairman in attendance during	meetings.
Directors to facilitate effective direction	the period under review?
of the Board"
iii) Is the Chairman an INED or a NED?	NED
	iv) Is the Chairman a former MD/CEO or	No
	ED of the Company? Yes/No
	If yes, when did his/her tenure as MD
	end?

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Principles

Reporting Questions

Explanation on application or deviation

v) When

was

he/she

appointed

as

June 7, 2018

Chairman?

vi) Are the roles and responsibilities of the

Yes.

Chairman clearly defined? Yes/No

Board Charter

If yes, specify which document

Principle

4: Managing Director/

Chief

i)

Does the MD/CEO have a contract

Yes.

Executive Officer

of employment that sets out his

"The Managing Director/Chief Executive

authority and relationship with the

Letter of Appointment

Board? Yes/No

Officer

is

the head

of

management

If

no, in

which documents

is it

delegated by the Board to run the affairs

specified?

of the Company to achieve its strategic

objectives for sustainable corporate

ii)

Does the MD/CEO declare any

Yes

performance"

conflict of interest on appointment,

annually, thereafter and as they

occur? Yes/No

iii)

Which of

the

Board

Committee

Finance and General-Purpose Committee

meetings did the MD/CEO attend

Establishment Remuneration and

during the period under review?

Governance Committee

Audit, Strategy and Risk Management

Committee

iv) Is the MD/CEO serving as NED in any

No.

other company? Yes/no.

If

yes,

please

state

the

company(ies)?

v) Is the membership of the MD/CEO in

The MD/CEO is not a member in any other

these companies in line with the

Company.

Board-approved policies? Yes/No

Principle 5: Executive Directors

i)

Do the EDs have contracts of

The MD is the only ED and she has a Letter

Executive

Directors

support

the

employment? Yes/no

of Employment.

Managing Director/Chief

ii)

If

yes,

do

the

contracts

of

Yes

Executive Officer in the operations and

employment set out the roles and

responsibilities of the EDs? Yes/No

management of the Company

If no, in which document are the

roles and responsibilities specified?

iii)

Do the EDs declare any conflict of

The MD, who is the only ED declared

interest

on

the

appointment,

conflict of interest on appointment, and

annually, thereafter and as they

thereafter, annually.

occur? Yes/No

iv)

Are there EDs serving as NEDs in any

No

other company? Yes/No

If yes, please list

v)

Are their memberships in these

The MD, who is the sole ED, is not serving as

companies in line with Board-

a NED in any other Company.

approved policy? Yes/No

Principle 6: Non-Executive Directors

i)

Are the roles and responsibilities of

Yes.

Non-Executive Directors bring to bear

the

NEDs

clearly

defined

and

Appointment Letters

documented? Yes/No

their

knowledge,

expertise

and

If

yes,

where

are

these

independent judgment

on issues of

documented?

strategy and performance on the Board

ii)

Do

the

NEDs

have

letters

of

Yes

appointment specifying their duties,

liabilities and terms of engagement?

Yes/No

iii) Do the NEDs declare any conflict of

Yes

interest on appointment, annually,

thereafter and as they occur?

Yes/No

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Principles		Reporting Questions	Explanation on application or deviation
	iv) Are NEDs provided with information	Yes
		relating to the management of the
		company and on all Board matters?
		Yes/No	During Board meetings and as the
		If yes, when is the information	information arises
		provided to the NEDs
	v) What is the process of ensuring	A review is undertaken during the Board
		completeness and adequacy of the	Evaluation process.
		information provided?
	vi)	Do NEDs have unfettered access to	Yes
		the EDs, Company Secretary and the
		Internal Auditor? Yes/No

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	Yes.
	independence criteria	prescribed
	under Section 7.2 of the Code?
	Yes/No
ii)	Are there any exceptions?		No.
iii)	What is the process of selecting	When a vacancy exists on the Board, the
	INEDs?			Establishment and Governance
				Committee shall review the requisite
				requirement on the Board/Shareholding
				and collate the CVs of candidates who fit
				the needed role.
				The Committee will thereafter review the
				qualifications of the candidates based on
				a careful analysis of the existing Board's
				strengths and weaknesses, its skills and
				experience gaps, diversity, etc.
				Nominees for appointments may be
				subjected to a fit and proper test
				(background checks and formal
				interviews); to ensure that they are
				qualified to hold office. Formal discussions
				with prospective candidates concerning
				Board's expectations and the nominee's
				ability to make necessary commitments
				would be carried out and the result
				documented.
				Where considered fit, the Committee will
				make recommendations on the
				candidate to the Board for an
				appointment. Once the nomination is
				approved by the Board, a letter of
				appointment would be issued to the new
				director subject to the approval of the
				Annual General Meeting.
				The director will thereafter confirm his/her
				acceptance in writing and also confirm
				that he/she has sufficient time to fulfil
				his/her roles and responsibilities
iv) Do the INEDs have	letters	of	Yes
	appointment specifying their duties,
	liabilities and terms of engagement?
	Yes/No
v) Do the INEDs declare any conflict of	Yes
	interest on appointment, annually,
	thereafter and as they occur?
	Yes/No

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Principles

Reporting Questions

Explanation on application or deviation

vi)

Does the Board ascertain and

Yes.

confirm

the

independence of

the

Annually.

INEDs? Yes/No

If yes, how often?

Through annual declarations by the INEDs

What is the process?

and scrutiny during the annual Board

Appraisal process.

vii) Is the INED a Shareholder of the

No.

Company? Yes/No

If yes, what is the percentage

The INED's are not shareholders in the

Company

shareholding?

viii) Does

the

INED

have

another

No.

relationship with the Company apart

from

directorship

and/or

shareholding? Yes/No

If yes, provide details.

ix) What are the components of INEDs

Fees and Sitting Allowances

remuneration?

Principle 8: Company Secretary

i)

Is the Company Secretary in-house or

In-House

"The Company Secretary support the

outsourced?

effectiveness of the Board by assisting the

ii)

What

is

the

qualification

and

LLB, LLM, CCA,

Board

and management to

develop

experience

of

the

Company

18 years cumulative work experience

good

corporate

governance

practices

Secretary?

and culture within the Company"

iii) Where the Company Secretary is an

Yes

employee of the Company, is the

person a member of senior

management?

iv) Who does the Company Secretary

The Company Secretary reports to the

report to?

Board through the Chairman

v) What is the appointment and removal

In line with the requirements of CAMA 2020

process of the Company Secretary?

vi) Who undertakes and approves the

Board through the Chairman

performance

appraisal

of

the

Company Secretary?

Principle 9: Access to Independent

i)

Does the company have a Board-

Yes.

Advice

approved policy that allows directors

"Directors

are sometimes required to

access

to

independent professional

advice in the discharge of their duties?

It is documented in the Board Charter

make

decisions

of a

technical and

Yes/No

complex

nature

that

may

require

If yes, where is it documented?

independent external expertise"

ii) Who

bears

the

cost

for

the

The Company

independent professional advice?

iii) During the period under review, did the

Yes.

Directors

obtain

any

independent

professional advice? Yes/No

Messrs. DCSL were engaged for Board

If yes, provide details.

Evaluation services/Training

Principle 10: Meetings of the Board

i) What is the process for reviewing and

Drafts are sent to the Board Chairman, and

"Meetings are the principal vehicle for

approving minutes of Board meetings?

subsequently other directors. Then they are

reviewed and adopted at the subsequent

conducting the business of the Board

meeting.

and successfully fulfilling the strategic

objectives of the Company"

ii) What are the timelines for sending the

Usually within 72 hours.

minutes to Directors?

iii) What are the implications for Directors

It will be a factor to consider during re-

who do not meet the Company policy

election

on meeting attendance?

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Principles

Reporting Questions

Explanation on application or deviation

Principle 11: Board Committees

i) Do the Board Committees have Board-

Yes

"To ensure efficiency and effectiveness,

approved Charters that set out their

responsibilities and terms of reference?

the Board delegates some of its functions,

Yes/No

duties and responsibilities to well-

structured

committees,

without

ii) What is the process for reviewing and

Drafts are sent to the Committee

abdicating its responsibilities"

approving minutes of

the

Board

Chairman, and

subsequently

other

Committee of meetings?

directors. Then they are reviewed and

adopted at the subsequent meeting.

iii) What are the timelines for sending the

Usually within 72 hours.

minutes to the directors?

iv) Who acts as

Secretary to board

The Company Secretary

committees?

v) What

Board

Committees

are

a)

Establishment, Remuneration and

responsible for the following matters?

Governance Committee

a)

Nomination and Governance

b)

Establishment, Remuneration and

b)

Remuneration

Governance Committee

c)

Audit

c)

Audit,

Strategy

and

Risk

d)

Risk Management

Management Committee

d)

Audit,

Strategy

and

Risk

Management Committee

vi) What is the process of appointing the

Usually Appointed at Board level.

chair of each committee?

Committee responsible for

Nomination and Governance

vii) What is the proportion of INEDs to NEDs

Ratio 2: 2

on the Committee responsible for

Nomination and Governance?

viii) Is the chairman of the Committee a

INED

NED or INED?

ix) Does the Company have a succession

Yes

plan policy? Yes/No

Periodically.

If yes, how often is it reviewed?

x) How often are Board and Committee

Periodically. Averagely once in 2-3 years

charters as well as other governance

policies reviewed?

xi) How does the committee report on its

Through a Committee Report presented

activities to the Board?

by the Committee Chairman at the next

Board meeting

Committee responsible for Remuneration

xii) What is the proportion of INEDs to

Ratio 2-2

NEDs on the Committee responsible

for Remuneration?

xiii) Is the chairman of the Committee a

INED

NED or INED?

Committee responsible for Audit

xiv) Does the Company have a Board

Yes

Audit Committee separate from the

Statutory Audit Committee? Yes/No

xv) Are members of the Committee

Yes

responsible

for

Audit

financially

literate? Yes/No

xvi) What are their qualifications and

They possess extensive experience.

experience?

1.Dr. Ogechi Iheanacho - LLB, LLM

(Commercial and Corporate Law),

ICSA (Chartered Governance Institute

UK), PhD, Corporate and Commercial

Law (University of Calabar)

20 years' cumulative work experience

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Principles		Reporting Questions		Explanation on application or deviation
							2. Mrs. Erejuwa Gbadebo - BSc (Hons), MSc
							Architecture, (University of Jos); MBA
							(Henley Management College,UK), RIBA,
							MRICS
							38 years cumulative work experience
							3. Mr. Kunle Olowokande - HND
							Accountancy (Yaba) MA, International
							Finance (University of North London)
							ACCA Chartered Accountant.
							23 years' cumulative work experience.
	1. Name the financial expert(s) on the	Mr. Kunle Olowokande
		Committee responsible for Audit
	2. How	often does the	Committee	Quarterly.
		responsible for Audit review the
		internal auditor's reports?
	3. Does	the Company have a Board	Yes
		approved internal control framework
		in place? Yes/No
	4. How	does	the Board monitor	Through the Internal Auditor/Board Audit,
		compliance with the internal control	Strategy, and Risk Management
		framework?				Committee.
	5. Does the Committee responsible for	Yes.
		Audit review the External Auditors	The review is done at the completion of
		management	letter,	Key	Audit
		the audit and report provided to the
		Matters, and management response
		Board.
		to issues raised? Yes/No
	Please explain.
	6.	Is there a Board-approved	policy	Yes
		that clearly specifies the non-audit
		services that the external auditor
		shall not provide? Yes/No
	7. How	many times did	the Audit	Quarterly.
		Committee hold discussions with the
		head of the internal audit function
		and external auditors without the
		management	during	the	period
		under review?

Committee responsible for Risk Management

8. Is the Chairman of the Risk NED Committee a NED or an INED?

9. Is there a Board approved Risk	Yes
Management framework? Yes/No?	2020
If yes, when was it approved?

10. How often does the Committee Quarterly

review the adequacy and

effectiveness	of	the	Risk	January, 2024
Management Controls in place?
Date of last review
11. Does the Company have a Board-	Yes.
approved IT	Data	Governance
Framework? Yes/No
If yes, how often is it reviewed?		Periodically

1. How often does the Committee Quarterly receive and review compliance
   report on the IT Data Governance Framework?
2. Is the Chief Risk Officer (CRO) a Yes member of Senior Management and does he have relevant experience
   for this role? Yes/No

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