CHAMS : NCCG 2018 REPORTING TEMPLATE FOR YEAR ENDED 31 DEC 2022

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				CHAMS HOLDING COMPANY PLC
ii.	Date of Incorporation				10TH SEPTEMBER, 1985
iii.	RC Number				76807
iv.	License Number				N/A
v.	Company Physical Address		8, LOUIS SOLOMON CLOSE, VI, LAGOS
vi.	Company Website Address		[e-mail]
vii.	Financial Year End				2022
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		Mrs. Yetunde Emmanuel
					8, Louis Solomon Close, VI, Lagos
x.	Name and Address of External Auditor(s)		PKF Professional services, Ikorodu-
					Ososun Road, Obanikoro, Lagos
xi.	Name and Address of Registrar(s)		First Registrars & Investor Services
					Limited, 2 Abebe, Village Rd, Iganmu,
					Lagos
xii.	Investor Relations Contact Person		Mrs. Yetunde Emmanuel
	(E-mail and Phone No.)				09053936424
xiii.	Name of the Governance Evaluation Consultant		None during review period
xiv.	Name of the Board Evaluation Consultant		None during review period
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	Remark
		(Chairman, MD, INED, NED,				Appointed/ Elected
		ED)
1.	Sir Demola Aladekomo	Chairman		Male		2015	Nigerian
2.	Pastor Ituah Ighodalo	INED		Male		2016	Nigerian
3.	Alh. Yusufu Modibbo	NED		Male		2018	Nigerian
4.	Mr. Tomiwa Aladekomo	NED		Male		2019	Nigerian
5.	Mr. Segun Oloketuyi	NED		Male		2021	Nigerian
6.	Mrs. Olamojiba Bakare	INED		Female		2021	Nigerian

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

7.	Dr. Mohammed Santuraki	NED	Male	2021
8.	Sir Ayobola Abiola	NED	Male	May 2022	Nigerian
9.	Mrs. Mayowa Olaniyan	NED	Female	2017	Nigerian
10.	Mr. Gavin Young	GMD	Male	2019	South
					African

2. Attendance at Board and Committee Meetings:

S/No.	Names of Board Members	No. of Board	No. of	Membership	Designation	Number of Committee	Number of
		Meetings	Board	of Board	(Member or	Meetings Held in the	Committee
		Held in the	Meetings	Committees	Chairman)	Reporting Year	Meetings
		Reporting	Attended				Attended in
		Year	in the				the
			Reporting				Reporting
			Year				Year
1.	Sir Demola Aladekomo	5	5	None	Chairman	He is not a member of	None
					of the Board	any Committee
2.	Mr. Gavin Young	5	5	None	None	He attended all	All
						Committee meetings
3.	Mrs. Olamojiba Bakare	5	4	Establishment	Member	2	2
				and
				Governance
				committee
4.	Pastor Ituah Ighodalo	5	3	Statutory	Member	4	1
				Audit
				Committee
					Member	2	1
				Establishment
				and
				Governance
				committee
5.	Alh. Yusufu Modibbo	5	5	Finance	Member	3	3
				Committee
				Innovation	Member	1	1
				and
				Marketing
				Committee
				Establishment	Chairman	2	2
				and
				Governance
				committee
6.	Mr. Tomiwa Aladekomo	5	5	Innovation	Chairman	1	1
				and
				Marketing
				Committee
				Statutory	Member	4	3
				Audit
				Committee
7.	Mr. Segun Oloketuyi	5	5	Finance	Chairman	3	3
				Committee
				Innovation	Member	1	1
				and
				Marketing
				Committee

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

8.	Mr. Mohammed Santuraki	5	5	Risk	Chairman	2	2
				Management
				Committee
				Establishment	Member	2	2
				and
				Governance
9.	Sir Ayobola Abiola	5	3	Finance	Member	3	2
				Committee
				Establishment	Member	2	2
				&
				Governance
				Committee
				Risk	Member	2	2
				Management
				Committee
10.	Mrs. Mayowa Olaniyan	5	4	Finance	Member	3	3
				Committee
				Innovation	Member	1	1
				and
				Marketing
				Committee

Section D - Details of Senior Management of the Company

1. Senior Management:

S/No.	Names	Position Held	Gender
1.	Mr. Gavin Young	GMD	Male
2.	Mr. Oloruntoba Ayodele	Group CFO	Male
3.	Mrs. Yetunde Emmanuel	Company Secretary	Female
4.	Mr. Stanley Arodiwe	Head, Internal Audit	Male
5.	Mrs. Ifeoma Obasanya	Head, Finance	Female

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

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 Charter

Yes, the Board has an approved charter which sets

"A

successful

Company

is

which sets out its responsibilities and terms of

out its responsibilities and terms of reference.

reference? Yes/No

leadership to the

Company. It also guides in

the

headed by an effective

If yes, when was it last reviewed?

Board's oversight

function, effective stakeholder

Board which is responsible for

management and growth of the Company.

providing

entrepreneurial

and

strategic

leadership

as

well

as

promoting

ethical

The Charter was last reviewed in 2022

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 and

i) What are the qualifications and experiences of

The Directors possess adequate qualifications and

Composition

the directors?

experiences to discharge their functions

"The

effective

discharge

of

ii) Does the company have a Board-approved

the

responsibilities

of

the

diversity policy? Yes/No

Board and its committees is

The Company has been able to achieve the diversity

If yes, to what extent have the diversity targets

assured by an appropriate

been achieved?

targets to a large extent as may be deduced from the

balance of skills and diversity

profiles of the Board of Directors.

(including

experience

and

gender)

without

iii) Are there

directors holding concurrent

Yes. There are directors holding concurrent

compromising

competence,

independence and integrity "

directorships? Yes/No

directorships on the Board.

If yes, state names of the directors and the

companies?

Mr. Gavin Young - ChamsAccess Ltd, ChamsSwitch

Ltd and CardCenter Nig. Ltd

Sir Ayobola Abiola - ChamsAccess Ltd

Mrs. Mayowa Olaniyan - ChamsSwitch

Ltd,

ChamsMobile Limited

Pastor Ituah Ighodalo - CardCenter Nig. Ltd

Mr. Segun Oloketuyi - ChamsSwitch Ltd

iv)

Is the MD/CEO or an Executive Director a

No, the MD/CEO or an Executive Director is not

chair of any Board Committee? Yes/No

a chair of any Board Committee.

If yes, provide the names of the Committees.

Principle 3: Chairman

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

No, the Chairman is not a member or Chair of any

"The Chairman is responsible

the Board Committees? Yes/no

Board Committee.

If yes, list them.

for

providing

overall

leadership of the Company

ii)

At which

Committee meeting(s) was the

None, the Chairman was not in attendance at any

and the Board, and eliciting

Chairman in attendance during the period

committee meeting during the period under review.

the constructive participation

under review ?

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.

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018