BUA CEMENT : BUA CEMENT REPORTING COMPLIANCE WITH NCCG 2018

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:

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.

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			BUA CEMENT PLC
	ii.	Date of Incorporation			29 MAY 2014
	iii.	RC Number			RC 1193879
	iv.	License Number			RC 1193879
	v.	Company Physical Address		5th Floor, BUA Towers, PC 32 Churchgate
					Street, Victoria Island, Lagos
	vi.	Company Website Address		www.buacement.com
	vii.	Financial Year End			31 December 2022
	viii.	Is the Company a part of a Group/Holding Company?	Yes, the Company is part of a group of
		Yes/No			companies.
		If yes, please state the name of the Group/Holding	The Company is part of BUA GROUP
		Company
	ix.	Name and Address of Company Secretary		Hauwa G. Satomi,
					5th Floor, BUA Towers, PC 32 Churchgate
					Street, Victoria Island, Lagos.
					[e-mail]
					08036557238
	x.	Name and Address of External Auditor(s)		PricewaterhouseCoopers Chartered
					Accountants,
					Landmark Towers, 5B Water Corporation
					Road, Victoria Island, Lagos, Nigeria,
	xi.	Name and Address of Registrar(s)		Africa Prudential Plc,
					220B Ikorodu Road, Palmgrove Bus Stop,
					Somolu, Lagos
	xii.	Investor Relations Contact Person		Mr. Ladipo Ogunlesi
		(E-mail and Phone No.)			BUA Cement Plc, 5th Floor, BUA Towers, PC
				32 Churchgate Street, Victoria Island,
					Lagos, Nigeria
					[e-mail]
					08023224418
	xiii.	Name of the Governance Evaluation Consultant		KPMG
	xiv.	Name of the Board Evaluation Consultant		KPMG
	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/		Remark
			(Chairman, MD, INED, NED,			Elected
			ED)
1	Abdul Samad Rabiu, CFR,	Chairman	M		22 May 2014		Nigerian
		CON
2	Yusuf Haliru Binji, FNSE	MD/CEO	M		23 Dec 2019		Nigerian
3	Jacques Piekarski	Executive Director	M		2 October 2020		Swiss and
								French
4	Chimaobi Madukwe	NED	M		22 May 2014		Nigerian

5	Kabiru Rabiu	NED	M	22 May 2014	Nigerian
6	Finn Arnoldsen	NED	M	9 April 2019	Norwegian
7	Khairat Abdulrazaq-	INED	F	23 Dec 2019	Nigerian
	Gwadabe
8	Shehu Abubakar	INED	M	23 Dec 2019	Nigerian

2. Attendance at Board and Committee Meetings:

S/No.	Names of Board	No. of	No. of	Membership of	Designation	Number of	Number of
	Members	Board	Board	Board Committees	(Member or	Committee	Committee
		Meetings	Meetings		Chairman)	Meetings Held in	Meetings
		Held in the	Attended			the Reporting	Attended in the
		Reporting	in the			Year	Reporting Year
		Year	Reporting
			Year
1	Abdul Samad Rabiu,	6	6	NONE	Chairman	N/A	N/A
	CON
2	Yusuf Haliru Binji, FNSE	6	6	Risk Management	Member	4	4
				Committee
				Finance and	Member	6	6
				General-Purpose
				Committee
3	Jacques Piekarski	6	6*	Risk Management	Member	4	4*
				Committee
				Finance and	Member	6	6*
				General-Purpose
				Committee
4	Chimaobi Madukwe	6	6	Governance,	Member	4	4
				Establishment &
				Remuneration
				Committee
				Finance and	Member	6	6
				General-Purpose
				Committee
				Board Audit	Member	2	2
5	Kabiru Rabiu	6	6	Finance and	Chairman	6	6
				General -Purpose
				Committee
				Governance,	Member	4	4
				Establishment &
				Remuneration
				Committee
				Statutory Audit	Member	5	5
				Committee
6	Finn Arnoldsen	6	6	Risk Management	Chairman	4	4
				Committee
				Governance,	Member	5	5
				Establishment
				Committee
				Board Audit	Member	2	2

S/No.	Names of Board	No. of	No. of	Membership of	Designation	Number of	Number of
	Members	Board	Board	Board Committees	(Member or	Committee	Committee
		Meetings	Meetings		Chairman)	Meetings Held in	Meetings
		Held in the	Attended			the Reporting	Attended in the
		Reporting	in the			Year	Reporting Year
		Year	Reporting
			Year
7	Khairat Abdulrazaq-	6	6	Governance,	Chairman	4	4
	Gwadabe			Establishment &
				Remuneration
				Committee
				Risk Management	Member	4	4
				Committee
				Board Audit	Member	2	2
8	Shehu Abubakar	6	6	Risk Management	Member	4	4
				Committee
				Finance, General	Member	6	6
				Purpose Committee
				Board Audit	Member	3	3
				Statutory Audit	Member	5	5
				Committee

Section D - Details of Senior Management of the Company
1.	Senior Management:
S/No.		Names	Position Held	Gender
1		Yusuf Haliru Binji, FNSE	Managing Director/CEO	M
2		Jacques Piekarski	Executive Director/CFO	M
3		Hauwa Satomi	Company Secretary/Legal Adviser	F
4		Ahmed Idris, MNSE	Plant Director, Obu	M
5		Aminu Bashar	Plant Director, Sokoto	M
6		Mohammed Bello Minjibir	General Manager, Transport	M
7		Nasiru Ladan Bashir	General Manager, Sales & Marketing	M
8		Chike Ajaero	Finance Director	M

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 Charter

Yes.

"A

successful

Company

is

which sets out its responsibilities and terms of

The Board has an approved Charter which describes

reference? Yes/No

headed

by

an

effective

the responsibilities of the

Board

and contains

the

If yes, when was it last reviewed?

Board which is responsible for

corporate governance principles and practices. It

providing

entrepreneurial

also aids the

Board

in

providing overall strategic

and

strategic

leadership

as

leadership to the Company.

well

as

promoting

ethical

The Charter was last reviewed in 2021.

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 experiences

Appointment of the Company's Directors is done with

and Composition

of the directors?

a view to ensuring adequate and necessary balance

"The

effective

discharge

of

of skills, qualifications and experiences. The Directors

have experience in various fields such as Cement

the

responsibilities

of

the

Manufacturing,

Economics,

Industrial

Company

Board and its committees is

Management,

Chemical

Engineering,

Business

assured by an appropriate

Administration,

Management

Accounting,

balance of skills and diversity

International

Business

Management,

Corporate

(including

experience

and

Strategy,

Corporate

Finance,

Risk

Management,

gender)

without

Combustion Engineering, Law Practice, Banking, and

compromising

competence,

Board Management.

independence and integrity "

ii) Does the company have a Board-approved

Yes, the Company has a Board-approved diversity

diversity policy? Yes/No

policy.

If yes, to what extent have the diversity targets

The Company has been able to achieve the diversity

been achieved?

target to a reasonable extent.

iii) Are there directors holding

concurrent

Yes.

directorships? Yes/No

Several Directors hold concurrent directorship which

If yes, state names of the directors and the

have been appropriately disclosed

to the Board.

companies?

Their concurrent Directorship have been considered

and would not affect their responsibilities and

effectiveness on the Company's Board. The Directors

involved are:

1.

Abdul Samad Rabiu: Director

and

Chairman of most of the sister Companies

within the Bua Group.

2.

Chimaobi

Madukwe:

Director

at

Bua

International Limited, Bua Foods Plc, Bua

Ports and terminals limited.

3.

Kabiru Rabiu: Director at Bua International

Limited, Bua Foods Plc, Bua Refinery and,

petrochemicals Limited, Bua Group Limited,

Damas

Petrochemicals

and

Refinery

Limited.

4.

Finn Arnoldsen: Director at Bua Foods plc.

No. The MD and other Executive Director are not

iv) Is the MD/CEO or an Executive Director a

chairs of any of the Company's Board Committees.

chair of any Board Committee? Yes/No

All Board Committees are headed by Non-Executive

If yes, provide the names of the

Committees.

Directors in line with good corporate governance

practices.

Principle 3: Chairman

i) Is the Chairman a member or chair of any of

No. In compliance with the Code of Corporate

"The Chairman is responsible

the Board Committees? Yes/no

Governance and best practice, the Chairman is not

If yes, list them.

a member of any of the Board Committees.

for

providing

overall