COURTEVILLE BUSINESS : 2022 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 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.

1

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Section B - General Information

S/No.				Items				Details
i.		Company Name			Courteville Business Solutions Plc
ii.		Date of Incorporation			4th January, 2005
iii.		RC Number			613746
iv.		License Number			NIL
v.		Company Physical Address		38 Commercial Avenue, Sabo Yaba,
						Lagos
vi.		Company Website Address		www.courtevillegroup.com
vii.		Financial Year End			31st	December
viii.		Is the Company a part of a Group/Holding Company?	Yes
		Yes/No
		If yes, please state the name of the Group/Holding	Courteville Loss Adjusters Limited
		Company
ix.		Name and Address of Company Secretary		Jackson, Etti & Edu
						3-5, Sinari Daranijo Street, Victoria Island,
						Lagos
x.		Name and Address of External Auditor(s)		Abax-OOSA Professionals.
						18 Akanbi Street, South-West, Ikoyi, Lagos.
xi.		Name and Address of Registrar(s)		Crescent Registrars
						23, Olusoji Idowu Street, Ilupeju, Lagos.
xii.		Investor Relations Contact Person		[e-mail],
		(E-mail and Phone No.)			08028994830
xiii.		Name of the Governance Evaluation Consultant		Ongoing and internally facilitated
xiv.		Name of the Board Evaluation Consultant		Ongoing and internally facilitated
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.			Mr. Afam Edozie	Chairman	Male			14th May 2008
2			Dr. Adebola Akindele	Group Managing Director	Male			14th March 2008
3			Mr. Wale Sonaike	Deputy Managing Director	Male			14th March 2008
4			Mr. Oye Ogundele	Executive Director	Male			28th July 2011
5			Ms. Irunna Ejibe	Independent Non-Executive	Female			7th September 2018
				Director
6			Mr. Olufemi Adekoya	Independent Non-Executive	Male			7th September 2018
				Director
7.			Mr. Ladi Sanni	Independent Non-Executive	Male			13th November 2018
				Director

2

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

2. Attendance at Board and Committee Meetings:

S/No.	Names of Board Members	No. of	No. of	Membership	Designation	Number of Committee	Number of
		Board	Board	of Board	(Member or	Meetings Held in the	Committee
		Meetings	Meetings	Committees	Chairman)	Reporting Year	Meetings
		Held in the	Attended				Attended in
		Reporting	in the				the
		Year	Reporting				Reporting
			Year				Year
1	Afam Edozie	4	4	NIL	NIL	NIL	NIL
2	Adebola Akindele	4	4	NIL	NIL	NIL	NIL
3	Wale Sonaike	4	4	Risk	Member	4	4
				Management
				Committee
4	Oye Ogundele	4	4	NIL	NIL	NIL	NIL
5	Olufemi Adekoya	4	4	Audit	Chairman	6	6
				Committee
				Corporate	Member	4	4
				Governance
				and
				Remuneration
				Committee
				Risk
				Management	Member	4	3
				Committee
6	Irunna Ejibe	4	4	Audit	Member	6	6
				Committee
				Corporate	Chairperson	4	4
				Governance
				and
				Remuneration
				Committee
7	Ladi Sanni	4	4	Risk	Chairman	4	4
				Management
				Committee
				Corporate	Member	4	4
				Governance
				and
				Remuneration
				Committee

Section D - Details of Senior Management of the Company

3

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

1.	Senior Management:
S/No.	Names	Position Held	Gender
1	Mr. Iyanda Olabisi	Group Executive, Business	Male
	Olanrewaju	Development (Upcountry)
2	Mr. Olayiwola Adedayo	Deputy General Manager/Head, Risk	Male
		Management Department
3	Mr. Jude Onochie	Assistant General Manager, Investor	Male
		Relations and Strategy
4	Mr. Azeez Enitan Edunwale	Chief Financial Officer	Male
5	Mrs. Adedoyin Ademiluyi	Egole Pay	Female
6	Mr. Olutosin Kalejaiye	Villextra Technologies	Male
7	Mrs. Joanna Oginni	Head, Legal	Female
8	Mrs. Blessings Ugwoke	Head, Compliance and Audit	Female
		Department

4

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.

"A

successful

Company is

which sets out its responsibilities and terms of

The current Board

Charter was

approved by

the

reference? Yes/No

headed

by

an

effective

Board of Directors during its 46th meeting held on

If yes, when was it last reviewed?

Board which is responsible for

28th January 2021.

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

stakeholders while sustaining

the

prosperity

of

the

Company"

Principle

2: Board

Structure

i) What are the qualifications and experiences

Directors are appointed to ensure an appropriate

and Composition

of the directors?

balance of skills, qualifications, and experiences.

"The

effective

discharge of

The Board of the Company is composed in such a

way that

facilitates the

diversity of experience

the

responsibilities

of

the

without

compromising

the

independence,

Board and its committees is

compatibility, integrity, and availability of members.

assured by an

appropriate

balance of skills and diversity

(including

experience

and

The qualifications

and experiences of Directors

gender)

without

could be

found on the

Company's

website -

compromising

competence,

https://courtevillegroup.com/cbs-board/

for

your

independence

and

integrity

reference.

"

ii) Does the company have a Board-approved

Yes. the provisions relating to diversity policy could

diversity policy? Yes/No

be found in Clause 8.3 of the Sustainability and

If yes, to what extent have the diversity

Corporate Social Responsibility Policy which covers

targets been achieved?

diversity in knowledge, skills, experience, age,

culture, sex, and gender geared towards promoting

better decision making and effective governance.

The Company has been able to achieve the

diversity targets across different indices to a large

extent as may be deduced from the profiles of

Directors.

iii) Are there directors holding concurrent

Yes. Six Directors hold concurrent directorship in

directorships? Yes/No

their organizations, which have been appropriately

If yes, state names of the directors and the

disclosed

to the

Board.

Their

concurrent

companies?

Directorship have been considered and would not

affect their responsibilities and effectiveness on the

Company's Board. The Directors involved are:

a) Mr. Afam Edozie - Swift Network Ltd, Grow Africa

Equity Partners Ltd, Salt & Einstein MTS Ltd, Ficres

Capital Ltd, and One Network Ltd.

b) Dr. Adebola Akindele- Virtuality Consulting Ltd,

Regis and Reina Hospital Ltd, and Leading Traders

Ltd.

5

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018