BUA CEMENT : NCCG COMPLIANCE REPORT FOR THE YEAR 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:

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.

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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	BUA CEMENT PLC
ii.	Date of Incorporation	13th MAY 2014
iii.	RC Number	RC 1193879
iv.	License Number	Same as RC Number
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	31st December 2023
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 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, 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 was appointed as the Company's
		governance consultant,	and the
		evaluation commenced in 2021 and was
		completed in 2022 in accordance with
		Principle 15 of the NCCG Code.
xiv.	Name of the Board Evaluation Consultant	In accordance with Principle 16 of the
		NCCG 2018, KPMG was appointed as
		Governance Consultant for the Company.
		The Board evaluation was conducted in
		2022.

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

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	22nd May 2014	Nigerian
	CON
2	Yusuf Haliru Binji, FNSE	Managing Director/CEO	M	23rd December 2019	Nigerian
3	Jacques Piekarski	Executive Director	M	2nd October 2020	Swiss and
					French
4	Chimaobi Madukwe	NED	M	22nd May 2014	Nigerian
5	Kabiru Rabiu	NED	M	22nd May 2014	Nigerian
6	Finn Arnoldsen	NED	M	9th April 2019	Norwegian
7	Khairat Abdulrazaq	INED	F	23rd December 2019	Nigerian
	Gwadabe
8	Shehu Abubakar	INED	M	23rd December 2019	Nigerian
9	Ganiat Adetutu Siyonbola	INED	F	25th October 2023	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, CFR,	5	5	NONE	Chairman	N/A	N/A
	CON
2	Yusuf Haliru Binji, FNSE	5	5	Risk Management	Member	5	5
				Committee
				Finance and	Member	5	5
				General-Purpose
				Committee
3	Jacques Piekarski	5	5	Risk Management	Member	5	5
				Committee
				Finance and	Member	5	5
				General-Purpose
				Committee
4	Chimaobi Madukwe	5	5	Governance,	Member	5	5
				Establishment &
				Remuneration
				Committee
				Finance and	Member	5	5
				General-Purpose
				Committee
				Board Audit	Member	3	3
				Committee
5	Kabiru Rabiu	5	5	Finance and	Chairman	5	5
				General-Purpose

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

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
				Committee
				Governance,	Member	5	5
				Establishment &
				Remuneration
				Committee
				Statutory Audit	Member	5	5
				Committee
6	Finn Arnoldsen	5	5	Risk Management	Chairman	5	5
				Committee
				Board Audit	Member	3	3
				Committee
				Governance,	Member	5	5
				Establishment
				Committee
7	Khairat Abdulrazaq	5	5	Governance,	Chairman	5	5
	Gwadabe			Establishment &
				Remuneration
				Committee
				Risk Management	Member	5	5
				Committee
				Board Audit	Member	3	3
				Committee
8	Shehu Abubakar	5	5	Risk Management	Member	5	5
				Committee
				Finance, General	Member	5	5
				Purpose Committee
				Governance,	Member	5	1
				Establishment and
				Remuneration
				Committee
				Board Audit	Chairman	3	3
				Committee
				Statutory Audit	Member	5	4
				Committee
9	Ganiat Adetutu	5	1	Statutory Audit	Member	5	1
	Siyonbola			Committee
				Board Audit	Member	3	1
				Committee

Section D - Details of Senior Management of the Company

1. Senior Management:

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

S/No.	Names	Position Held	Gender
1	Yusuf Haliru Binji, FNSE	Managing Director/CEO	M
2	Jacques Piekarski	Executive Director/CFO	M
3	Hauwa G. Satomi	Company Secretary/Legal Chief	F
		Officer
4	Ahmed Idris, MNSE	Plant Director, Obu	M
5	Aminu Bashir	Plant Director, Sokoto	M
6	Mohammed Bello Minjibir	General Manager, transport	M
7	Nasiru Ladan Bashir	General Manager, Sales & Marketing	M
8	Abdullahi Usman	Strategic supplies Director	M
9	Chike Ajaero	Finance Director

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

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 outlining the

reference? Yes/No

headed

by

an

effective

roles, terms of reference and responsibilities of all

If yes, when was it last reviewed?

Board which

is responsible

the Directors. The Charter helps guide the Board in

for providing entrepreneurial

offering strategic leadership to the Company.

and strategic leadership as

The Charter was last reviewed in December 2020.

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

The Directors are appointed with a view to ensuring

and Composition

experiences of the directors?

a well-blended mix of skills, qualifications, and

"The effective discharge of

experiences. The

Directors

have

experience in

diverse

fields

such as

Cement

Manufacturing,

the

responsibilities

of

the

Economics,

Industrial Company

Management,

Board and its committees is

Chemical

Engineering,

Business

Administration,

assured

by an appropriate

Management

Accounting,

International Business

balance of skills and diversity

Management,

Corporate

Strategy, Corporate

(including experience

and

Finance,

Risk

Management,

Combustion

gender)

without

Engineering, Law Practice, Banking and Finance.

compromising competence,

independence and integrity

ii) Does

the

company have a Board-

Yes, the Company has a Board diversity policy.

"

approved diversity policy? Yes/No

Diversity targets, including merit-based talent

If yes, to what extent have the diversity

decisions, diverse talents, and equal opportunities,

targets been achieved?

have been achieved to a reasonable extent. The

Company has a mix of male and female

employees, including a few physically challenged

employees. The Company also ensures age,

culture, religion, and experience diversity.

The Company has achieved the Board diversity

targets to a reasonable extent, as can be seen

from the profiles of the Directors.

iii) Are

there

directors

holding concurrent

Yes.

directorships? Yes/No

•

Abdul

Samad

Rabiu:

Non-executive

If yes, state names of the directors and the

Director and Chairman of most of the

companies?

Sister Companies within the BUA Group.

•

Chimaobi Madukwe:

• BUA Ports and Terminals Limited and BUA

Foods Plc.

• Kabiru Rabiu: Director of most of the Sister

Companies within the Bua Group

•

Finn Arnoldsen:

BUA Foods Plc.

No. The MD and Executive Directors are not chairs

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

of any Board Committees.

chair of any Board Committee? Yes/No

If yes, provide the names of the

Committees.

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

	Principles				Reporting Questions	Explanation on application or deviation
Principle 3: Chairman		i)	Is the Chairman a member or chair of any	No. In compliance with the NCCG, 2018, the
"The Chairman is responsible		of the Board Committees? Yes/no	Chairman is not a member of any Board
		Committees.
for	providing		overall		If yes, list them.
leadership of the Company
ii) At which Committee meeting(s) was the	The Chairman did not attend	any	of the Board
and the Board, and eliciting
	Chairman in attendance during the period	Committees' meetings during	the	period under
the	constructive
	under review ?	review.
participation of all Directors
to	facilitate	effective
direction of the Board"
				iii)	Is the Chairman an INED or a NED?	The Chairman is a Non-executive Director.

1. Is the Chairman a former MD/CEO or ED of No. The Chairman is not a former MD/CEO or an

the Company? Yes/No	Executive Director of the Company.
If yes, when did his/her tenure as MD end?

v) When was he/she appointed	as The Chairman was appointed on 23rd December
Chairman?	2019.

1. Are the roles and responsibilities of the Yes. The Roles and responsibilities of the Chairman

						Chairman clearly defined? Yes/No	are clearly defined in the Board Charter, the Board
						If yes, specify which document	induction papers and the Articles of Association of
						the Company.
Principle	4:	Managing	i)	Does the MD/CEO have a contract of	Yes. The MD has a Contract of employment that
Director/	Chief	Executive		employment which sets out his authority	sets out his responsibilities and authority. The Board
Officer						and relationship with the Board? Yes/No	Charter also defines the MD/CEO's responsibilities
"The		Managing		If no, in which documents is it specified?	and relationship with the Board.
Director/Chief	Executive
ii)	Does the MD/CEO declare any conflict of	Yes. The Company has a conflict-of-interest policy.
Officer is	the	head	of
	interest on appointment, annually,	The MD/CEO declares any conflict of interest on
management delegated by
	thereafter and as they occur? Yes/No	appointment, annually and subsequently as	the
the Board to run the affairs
		need arises.
of the Company to achieve
its strategic objectives	for
iii) Which of the Board Committee meetings	The MD/CEO attended	the Risk Management
sustainable	corporate
	did the MD/CEO attend during the period	Committee and Finance and	General-Purpose
performance"
				under review?	Committee meetings within the period under
							review as a member.
							The MD/CEO attended other Board Committees'
							meetings to make presentations and provide
							updates on matters upon requests by the
							Committees.
					iv) Is the MD/CEO serving as NED in any other	No, the MD/CEO is not serving as NED in any other
						company? Yes/no.	company.
						If yes, please state the company(ies)?
							This is not applicable.
					v)	Is the membership of the MD/CEO in
						these companies in line with the Board-
						approved policies? Yes/No
Principle	5:	Executive	i)	Do the EDs have contracts of	Yes, the Executive Directors have a contract of
Directors						employment? Yes/no	Employment and letters of appointment.
Executive	Directors	support
ii)	If yes, do the contracts of employment	Yes. The Executive Directors' roles and
the		Managing		set out the roles and responsibilities of the	responsibilities are contained in their employment
Director/Chief					EDs? Yes/No	contracts and other operational documents that set
Executive	Officer	in	the		If no, in which document are the roles	out their responsibilities and roles.
operations				and		and responsibilities specified?
management	of		the
	iii) Do the EDs declare any conflict of interest	Yes
Company
					on appointment, annually, thereafter and
						The EDs declare any	conflict	of interest	on

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

	Principles				Reporting Questions		Explanation on application or deviation
						as they occur? Yes/No		appointment, annually and thereafter, as the need
									arises.
					iv) Are there EDs serving as NEDs in any other	No, the EDs are not serving as NEDs in any other
						company? Yes/No		company.
						If yes, please list
					v) Are their	memberships	in these	This is not applicable as the EDs are not serving as
						companies in line with Board-approved	NEDs in another company.
						policy? Yes/No
Principle	6:	Non-Executive	i)	Are the roles and responsibilities of the	Yes, the roles and responsibilities are clearly
Directors						NEDs clearly defined and documented?	defined and documented in their appointment
Non-Executive	Directors		Yes/No			letter, and in the Board Charter.
bring	to	bear	their		If yes, where are these documented?
knowledge,	expertise	and
ii)	Do the NEDs have letters of appointment	Yes, the roles, responsibilities, and terms of
independent	judgment on
	specifying their duties, liabilities and terms	engagement of the NEDs are contained in their
issues of	strategy	and
	of engagement? Yes/No		Appointment Letters and Board charter.
performance on the Board
					iii)	Do the NEDs declare any conflict of	Yes, the NEDs declare conflict of interest on
						interest on	appointment,	annually,	appointment, annually and as they occur.
						thereafter and as they occur? Yes/No
					iv)	Are NEDs provided with information	Yes. NEDs are provided with detailed information
						relating to the management of the	relating to the Management of the Company and
						company and on all Board matters?	all Board matters.
						Yes/No			NEDs are also provided with the Board pack ahead
						If yes, when is the information provided to	of Board and committee meetings, which contain
						the NEDs			information on matters relating to the Management
									of the Company.
									In line with best practice, on a quarterly basis, the
									Management makes the presentation of its
									activities to the Board of directors, including the
									NEDs.
					v)	What is the process of ensuring	The process of ensuring the completeness and
						completeness and adequacy of the	adequacy of the information involves rigorous
						information provided?		standardization of the provided data. Regular
									reviews are implemented and updated to maintain
									accuracy. The Board members also play a crucial
									role in conducting thorough assessments, adding
									an additional layer of assurance to the
									completeness and adequacy of the information.
					vi)	Do NEDs have unfettered access to the	Yes, the NEDs have unfettered access to the
						EDs, Company Secretary and the Internal	Executive Directors, Company Secretary, and the
						Auditor? Yes/No		Internal Auditor.
Principle	7:	Independent	i)	Do the INEDs meet the independence	Yes. In line with Principle 7.2 of the NCCG, 2018, all
Non-Executive Directors			criteria prescribed under Section 7.2 of	the INEDs meet the independence criteria
Independent	Non-Executive		the Code? Yes/No		prescribed under the Code.
Directors	bring	a	high
degree of objectivity to the
ii)	Are there any exceptions?		No, there are no exceptions.
Board	for	sustaining
stakeholder	trust	and
confidence"				iii)	What is the process of selecting INEDs?	The Board has a directors' appointment policy that
									is followed when selecting INEDs. The Governance,
									Establishment & Remuneration Committee subjects
									the nominees for this position to the board
									appointment criteria as prescribed in the policy
									and also the criteria set for INED under the
									applicable NCCG code and CAMA 2020.
									Suitable and qualified candidates are then
									recommended to the Board for approval and the
									final approval of the shareholders at the next
									Annual General Meeting of the Company.

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Principles

Reporting Questions

Explanation on application or deviation

1. Do the INEDs have letters of appointment Yes, the INEDs have letters of appointment specifying their duties, liabilities and terms specifying their duties, terms of engagement and

				of engagement? Yes/No		responsibilities.
			v)	Do the INEDs declare any conflict of	Yes, the INEDs make a declaration of conflict of
				interest	on appointment,	annually,	interest upon their appointment, annually and as
				thereafter and as they occur? Yes/No	the need arises.
			vi)	Does the Board ascertain and confirm the	Yes. The Board ascertains and confirms the
				independence of the INEDs? Yes/No	independence of INEDs annually through
				If yes, how often?		declaration of conflict of interest and during Board
					evaluation.
				What is the process?		Also, the INEDs fill out the annual independence
							form and submit it to the Company Secretary for
							review.
			vii)	Is the INED a Shareholder of the	Yes. However, in accordance with principle 7.2.1 of
				Company? Yes/No		the NCCG Code, 2018, the INEDs' shareholdings
				If yes,	what is the	percentage	are not in excess of 0.01% of the company's paid-
				up capital.
				shareholding?
			viii)	Does the INED have another relationship	No, the INEDs do not have any other relationship
				with the Company apart from	with the Company apart from directorship.
				directorship and/or shareholding? Yes/No
				If yes, provide details.
			ix)	What are the components of INEDs	Directors' fees, sitting and allowances.
				remuneration?
Principle	8:	Company	i)	Is the Company Secretary in-house or	The Company Secretary is In-House.
Secretary				outsourced?
"The Company	Secretary
ii)	What is the qualification and experience of	The Company Secretary is a Legal Practitioner
support the effectiveness of		the Company Secretary?		called to the Nigerian Bar with over 14 years of
the Board by assisting the					post-call experience in Litigation & Arbitration,
Board and management to					Legal Drafting, Company Law, Capital Markets,
develop	good	corporate					Compliance,	Corporate	Governance,
governance practices and					Management, and International Business, among
culture within the Company"					others.
							She started her career at Ashemi and Co. She later
							joined Partner at Manga Chambers where she rose
							to the position of Associate Partner. She later joined
							BUA International Limited in 2016 as a Deputy Legal
							Manager and rose to become Senior Legal
							Manager, supporting the then Group Legal Officer/
							Company Secretary. She was the Company
							Secretary of BUA International Limited, BUA Ports
							and Terminals Limited, and later, Deputy Company
							Secretary of BUA Cement Plc.
							She is a member of many professional bodies and
							has attended several trainings and courses.
			iii) Where the Company Secretary is an	Yes, the Company Secretary is a member of Senior
				employee of the Company, is the person a	Management.
				member of senior management?
			iv) Who does the Company Secretary report	The Company Secretary reports to the Board of
				to?			Directors and has a dotted reporting line to the
							Managing Director/Chief Executive Officer of the
							Company.

1. What is the appointment and removal The Board appoints the Company Secretary
   process of the Company Secretary? through rigorous selection criteria involving the

interview of candidates, shortlisting and

consideration by the Governance and Remuneration Committee and subsequent recommendation to the Board.

The Board determines the Company Secretary's appointment and removal in compliance with

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Principles

Reporting Questions

Explanation on application or deviation

relevant laws.

1. Who undertakes and approves the The Board, through the Chairman, appraises the performance appraisal of the Company Company Secretary's performance on functional

			Secretary?	board matters. At the same time, the MD/CEO
				appraises	the	Company	Secretary	on
				administrative and operational matters.
Principle	9:	Access to	i) Does the company have a Board-	Yes. The Board Charter makes provision for the
Independent Advice	approved policy that allows directors	Board to access independent or outside
"Directors	are sometimes	access to independent professional advice	professionals for advice whenever the need arises.
in the discharge of their duties? Yes/No
required to make decisions	The Board Charter provides for directors to access
of a technical and complex	If yes, where is it documented?	independent advice when they consider it
nature that	may require		necessary in discharging their duties.
independent	external
ii) Who bears the cost for the independent	The Company bears the cost	for independent
expertise"
		professional advice?	professional advice whenever required.

1. During the period under review, did the Yes. In accordance with Principle 18.6 of the NCCG

				Directors obtain	any independent	Code, 2018, KPMG was engaged in July 2023 to
				professional advice? Yes/No	assess the Company's internal Audit functions.
				If yes, provide details.
Principle 10: Meetings of the	i) What is the process for reviewing and	The minutes of previous meetings are prepared by
Board				approving minutes of Board meetings?	the Company Secretary and sent ahead of the
"Meetings are the principal			scheduled meeting to the members of the Board
		for review at the next meeting. The Board reviews
vehicle	for	conducting	the
		the minutes and approves at the subsequent
business	of	the Board	and
		scheduled meeting.
successfully	fulfilling	the
strategic objectives of	the	ii) What are the timelines for sending the	The timeline for sending minutes to the directors is
Company"			minutes to Directors?		within 2 (Two) weeks after each meeting. It will also
						be sent along with the board papers before the
						next meeting.

1. What are the implications for Directors who Record of attendance is one of the considerations do not meet the Company policy on that are considered during the re-appointment of

						meeting attendance?	directors to the Board at the Annual General
							Meetings of the Company. A Director's eligibility to
							be re-elected to the Board could be impacted if
							they repeatedly fail to attend meetings without
							justifiable reasons.
Principle		11:	Board	i)	Do the Board Committees have Board-	Yes, the Board Committees have approved Board
Committees					approved Charters which set out their	Charters and terms of reference which sets out their
"To ensure	efficiency	and		responsibilities and terms of reference?	responsibilities and terms of reference.
	Yes/No
effectiveness,	the	Board
delegates	some	of	its	ii) What is the process for reviewing and	The minutes of the previous meetings are prepared
functions,		duties		and		approving minutes of Board Committee of	by the Company Secretary and sent in advance to
responsibilities	to		well-		meetings?	the committee members for review at the next
structured		committees,			meeting. The Committee reviews the minutes at its
without	abdicating	its			next meeting and adopts them where it is satisfied
responsibilities"					that they represent a true reflection of the matters
							discussed and decisions reached during the
							previous Committee meeting.

1. What are the timelines for sending the The Minutes of the previous meeting are circulated

minutes to the directors?	in advance, at least within 14 days before the
		scheduled Committee meeting.
iv) Who acts as Secretary to board	The Company Secretary acts as the Secretary to
committees?	the Board Committees.
v) What Board Committees are responsible for	a. Governance, Establishment & Remuneration
the following matters?	Committee
a)	Nomination and Governance	b. Governance, Establishment & Remuneration
b)	Remuneration	Committee
c)	Audit	c. The Board Audit Committee.

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018