BETA GLASS : NCCG REPORTING TEMPLATE OF BETA GLASS PLC 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.

Section B - General Information

S/No.	Items	Details
i.	Company Name	BETA GLASS PLC
ii.	Date of Incorporation	26TH JUNE 1974
iii.	RC Number	13215
iv.	License Number	N/A
v.	Company Physical Address	IDDO HOUSE, IDDO, LAGOS
vi.	Company Website Address	www.frogoglass.com
vii.	Financial Year End	31st DECEMBER
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 FRIGOGLASS GROUP
ix.	Name and Address of Company Secretary	DCSL CORPORATE SERVICES LIMITED 235 IKORODU ROAD, ILUPEJU, LAGOS, NIGERIA
x.	Name and Address of External Auditor(s)	ERNST & YOUNG NIGERIA UBA HOUSE, MARINA, LAGOS, NIGERIA
xi.	Name and Address of Registrar(s)	GREENWICH REGISTRARS & DATA SOLUTIONS LIMITED PLOT 1698A, OYIN JOLAYEMI STREET, VICTORIA ISLAND, LAGOS, NIGERIA
xii.	Investor Relations Contact Person (E-mail and Phone No.)	SHANKER DHANIKONDA 234 1 9063203, [e-mail]
xiii.	Name of the Governance Evaluation Consultant	PricewaterhouseCoopers for FY2022
xiv.	Name of the Board Evaluation Consultant	PricewaterhouseCoopers for FY2022

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 Appointed/ Elected	Remark
1	Otunba Abimbola Ogunbanjo OFR	CHAIRMAN, NED	Male	28/09/2010	On Friday, 9th February 2024 the Board Chairman, passed on in a fatal helicopter crash.
2	Mr. Darren Bennett-Voci	MANAGING DIRECTOR	Male	17/03/2016
3	Dr. Zulikat Wuraola Abiola	INED	Female	06/07/2017
4	Ms. Olunfunmilola Adefope	NED	Female	22/03/2018
5	Mr. Haralambos (Harry) George David	NED	Male	24/04/2008
6	Mr. Nikolaos Mamoulis	NED	Male	17/03/2016	Resigned with effect from (w.e.f.) 31st August 2023
7	Ms. Oluwaseun Abimisola Oni	INED	Female	21/09/2017
8	Mr. Emmanouil Metaxakis	NED	Male	01/07/2020
9	Mrs. Clare Omatseye	INED	Female	01/07/2020
10	Mr. Gagik Apkarian	NED	Male	07/09/2023

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	Otunba Ogunbanjo, OFRAbimbola	4	4	Nil	Chairman	N/A	N/A
2	Mr. Darren Bennett-voci	4	4	Nil	MD	N/A	N/A
3	Dr. Z. Wuraola Abiola (INED)	4	4	Board Governance and Remuneration Committee	Chair	4	4
4	Ms. (NED)OlufunmilolaAdefope	4	4	Board Risk and Audit Committee Board Governance and Remuneration Committee	Member Member	4 4	4 4
5	Mr. Haralambos (Harry) G. David (NED)	4	3	Nil	NED	N/A	N/A
6	Mrs. Clare Omatseye (INED)	4	4	Board Governance and Remuneration Committee	Member	4	4
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
7	Ms. Seun Oni (INED)	4	4	Board Risk and Audit Committee	Chair	4	3
8	Mr. (NED)EmmanouilMetaxakis	4	4	Board Risk and Audit Committee Board Governance and Remuneration Committee	Member Member	4 4	4 4
9	Mr. Nikolaos Mamoulis (NED)	3	3	Board Governance and Remuneration Committee	Member	2	1
10	Mr. Gagik Apkarian (NED)	1	1	Nil	NED	N/A	N/A

Section D - Details of Senior Management of the Company

1. Senior Management:

S/No.	Names	Position Held	Gender
1	Mr. Darren Bennett-Voci	Managing Director	Male
2	Mr. Shanker Dhanikonda	Chief Financial Officer	Male
3	Mrs. Gladys Umoh	Human Resources Manager	Female
4	Mr. Olusanya Olalekan	Internal Audit Manager	Male
5	Mr. Jagdish Prasad Agarwal	Operations Director and Supply Chain Manager	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	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 a comprehensive Charter, which was last reviewed in 2022.
Principles	Reporting Questions	Explanation on application or deviation
stakeholders while sustaining the prosperity of the Company"
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) compromising competence,without independence and integrity "	i) What are the qualifications experiences of the directors? and	The Directors are professional, with extensive experience and are well established in various fields of endeavour.
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 diversity is reflected in the membership composition of the Board, which has different gender, nationalities, fields of experience and ethnicities.
iii) Are there directors holding concurrent directorships? Yes/No If yes, state names of the directors and the companies?	Yes. These are extensively detailed in the annual report. However, there is no conflict of interest.
iv) Is the MD/CEO or an Executive Director a chair of any Board Committee? Yes/No If yes, provide Committees. thenamesofthe	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?	Nil
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 washe/sheappointedas Chairman?	26th March 2024
vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No If yes, specify which document	Yes. In the Board Charter.
Principle Director/ Officer 4: Chief Managing Executive	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.
Principles	Reporting Questions	Explanation on application or deviation
"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"	ii)Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes.
iii)Which of the Board Committee meetings did the MD/CEO attend during the period under review?	He was in attendance at meetings of the following Committees to provide updates on activities of the Company: a) Board Governance and Remuneration Committee b) Board Risk and Audit Committee
iv)Is the MD/CEO serving as NED in any other company? Yes/no. If yes, please state the company(ies)?	Yes. This is outlined in the annual report. However, there is no conflict of interest.
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 operationsOfficerinmanagement Company ofthe and the	i)Do the EDs have employment? Yes/nocontractsof	Yes. These are provided upon their appointment to their respective roles.
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	Yes.
iv)Are there EDs serving as NEDs in any other company? Yes/No If yes, please list	Yes. This is outlined in the annual report. However, there is no conflict of interest.
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. In their appointment letters as well as the Board/Committee Charters as well as the Board Nomination and Appointment Policy.
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
iv)Are NEDs provided with information relating to the management of the company and on all Board matters? Yes/No	Yes. This is done on a regular basis, typically at Board and Committee meetings and in between, as the need arises.
Principles	Reporting Questions	Explanation on application or deviation
If yes, when is the information provided to the NEDs
v)What is the process of ensuring completeness and adequacy of the information provided?	All directors have timely and equal access to complete and adequate information through the Secretariat and other corporate communication channels.
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. They all meet the prescribed criteria for independence as stipulated by regulatory agencies and legislation.
ii)Are there any exceptions?	Nil
iii)What is the process of selecting INEDs?	This is detailed in the Board Nomination Policy and with effective oversight from the Governance and Remuneration Committee.
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?	Annually, and as the need arises. A review of declarations as well as during the evaluation process and benchmarked by the guidelines from regulatory agencies and legislation on Independence.
vii) Is the INED a Shareholderofthe Company? Yes/NoIf 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 components of INEDs remuneration?	Primarily Directors' Fees and Sitting Allowances
Principle Secretary 8:Company "The Company Secretary support the effectiveness of the Board by assisting the Board and management to develop good corporate	i) Is the Company Secretary in-house or outsourced?	Outsourced
ii) What is the qualification and experience of the Company Secretary?	Chartered secretaries and legal professionals, with the Managing Director having over 30 years of extensive and relevant experience. DCSL also has the gravitas and objectivity to provide independent
Principles	Reporting Questions	Explanation on application or deviation
governance practices and culture within the Company"	guidance and support at the highest level of decision-making in the Company.
iii) Where the Company Secretary is an employee of the Company, is the person a member of senior management?	N/A
iv) Who does the Company Secretary report to?	The Board, under the direction of the Chairman
v) What is the appointment and removal process of the Company Secretary?	This is within the purview of the Board and done objectively and transparently.
vi) Who undertakes and approves the performance appraisal of the Company Secretary?	The Board
Principle 9: Access Independent Adviceto "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. This is extensively outlined in the Board Charter
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
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?	Minutes are sent to directors on timely basis. The minutes are reviewed and approved by the Board.
ii) What are the timelines for sending the minutes to Directors?	14 days
iii) What are the implications for Directors who do not meet the Company policy on meeting attendance?	They would not be considered for reelection
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?	Minutes are sent to directors on timely basis. The minutes are reviewed and approved by the relevant Board committee at its subsequent meeting and are thereafter sent to the Board for ratification of Committees decisions.
iii) What are the timelines for sending the minutes to the directors?	14 days.
iv) Who acts committees? asSecretarytoboard	The Company Secretary
Principles	Reporting Questions	Explanation on application or deviation
v) What Board Committees are responsible for the following matters? a) Nomination and Governance b) Remuneration c) Audit d) Risk Management	a) Governance and Remuneration Committee b) Governance and Remuneration Committee c) Board Risk and Audit Committee d) Board Risk and Audit Committee
vi) What is the process of appointing the chair of each committee ?	The chairs of the respective Board Committees are appointed 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?	2:4, noting that all INEDs are members of the Governance and Remuneration Committee.
viii) Is the chairman of the Committee a NED or INED ?	An INED
ix) Does the Company have a succession plan policy? Yes/No If yes, how often is it reviewed?	Yes. As the need arises
x) How often are Board and Committee charters as well as other governance policies reviewed?	As often as required
xi) How does the committee report on its activities to the Board?	Through Committee Chair's reports to the Board at each quarterly meeting
Committee responsible for Remuneration
xii) What is the proportion of INEDs to NEDs on the Committee responsible for Remuneration?	2:4, noting that all INEDs are members of the Governance and Remuneration Committee.
xiii) Is the chairman of the Committee a NED or INED ?	An INED
Committee responsible for Audit
xiv) Does the Company have a Board Audit Committee separate from the Statutory Audit Committee? Yes/No	Yes. Board Risk and Audit Committee
xv) Are members of the Committee responsible for Audit financially literate? Yes/No	Yes
xvi) What are experience? theirqualificationsand	Professionally qualified members with in-depth experience. Members have background in Finance, business strategy and organizational development
xvii) Name the financial expert(s) on the Committee responsible for Audit	Ms. Oluwaseun Oni
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. The Company has a Risk Management Framework and Speak Up Policy
xx) How does the Board monitor compliance with the internal control framework?	Frequent appraisal of controls and compliance
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 Board Risk and Audit Committee as well as the Statutory Audit Committee engages with the External Auditors on the Management letters and discusses Key Audit Matters with the External Auditors
xxii) Is there a Board-approved policy that clearly specifies the non-audit services that the external auditor shall not provide? Yes/No	Yes. Policy on the Provision of Non-Audit Services by the External Auditors
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?	Annually
Committee responsible for Risk Management
xxiv)Is the Chairman of the Risk Committee a NED or an INED?	INED
xxv) Is there a Board approvedRisk Management framework? Yes/No? If yes, when was it approved?	Yes, the Enterprise Risk Management Framework was considered and approved by the Risk and Audit Committee in 2022.
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?	Yes. The company has an IT & Data Governance Framework that was approved by the Board. Review is carried out as the need arises.
xxviii) How often does the Committee receive and review compliance report on the IT Data Governance Framework?	Quarterly
xxix) Is the Chief Risk Officer (CRO) a member of Senior Management and does he have relevant experience for this role? Yes/No	Yes. The Chief Risk Officer is a Chartered Accountant and a Senior Management Staff

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