GUINEA INSURANCE : NCCG 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	Guinea Insurance Plc
ii.	Date of Incorporation	03 December,1958
iii.	RC Number	RC 1808
iv.	License Number	RIC - 017
v.	Company Physical Address	Guinea Insurance House, 33, Ikorodu Road, Jibowu Lagos.
vi.	Company Website Address	www.guineainsurance.com
vii.	Financial Year End	31st December, 2023
viii.	Is the Company a part of a Group/Holding Company? Yes/No If yes, please state the name of the Group/Holding Company	No
ix.	Name and Address of Company Secretary	Mrs. Chinenye Nwankwo, 33 Ikorodu Road, Jibowu Lagos.
x.	Name and Address of External Auditor(s)	BDO Professional Services, 15 CIPM Avenue, Central Business District, Alausa Ikeja, Lagos
xi.	Name and Address of Registrar(s)	Cardinal Stone Registrars, 335/337, Herbert Macaulay Way, Sabo Yaba, Lagos.
xii.	Investor Relations Contact Person (E-mail and Phone No.)	Mr. Pius Edobor - 08033883825
xiii.	Name of the Governance Evaluation Consultant	Crest and Waterfalls Consulting Limited
xiv.	Name of the Board Evaluation Consultant	Crest and Waterfalls Consulting Limited

Section C - Details of Board of the Company and Attendance at Meetings

1. Board Details:

S/No.	Names of Board Members	Designation (Chairman, MD, INED, NED, ED)	Gender	Date First Appointed/ Elected	Remark
1.	Barr. Godson Ugochukwu	Chairman	Male	23rd March, 2016
2.	Mr. Samuel Onukwue	Non - Executive Director	Male	26th September 2017
3.	Mr. Chukwuemeka Uzoukwu	Non - Executive Director	Male	23rd March, 2016
4.	Mr. Simon Bolaji	Non - Executive Director	Male	23rd March, 2016
5.	Barr, Anthony Achebe	Non-Executive Director	Male	23rd March, 2016
6.	Alhaji Hassan Dantata	Non-Executive Director	Male	23rd March, 2016
7.	Dr. Mohammed Tahir Attahir	Non-Executive Director	Male	23rd March, 2016
8.	Mr. Ademola Abidogun	Managing Director/CEO	Male	1st September, 2019
9.	Mr. Pius Edobor	Executive Director	Male	19th January, 2017

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.	Barr. Godson Ugochukwu	4	4	NIL	Chairman, Board of Directors	4	NIL
2.	Mr. Samuel Onukwue	4	4	Finance, Investment and General Purposes Committee (FIGPC)	Member	4	4
Enterprise Risk Management and Governance Committee (ERM & G)	Chairman	4	4
Statutory Audit Committee	Member	4	4
3.	Mr. Chukwuemeka Uzoukwu	4	4	Enterprise Risk Management and Governance Committee	Member	4	4
Finance, Investment and General Purposes Committee (FIGPC)	Member	4	4
4.	Mr. Simon Bolaji	4	4	Finance, Investment and General Purposes Committee (FIGPC)	Member	4	4
Statutory Audit Committee	Member	4	4
Audit and Compliance Committee	Member	4	4

5.

Barr, Anthony Achebe

6.

Alhaji Hassan Dantata

7.

Dr. Mohammed Tahir Attahir

8.

Mr. Ademola Abidogun

9.

Mrs. Isioma Omoshie - Okokuku

4

4

4

4

4

4

4

4

4

Enterprise Risk Management and Governance Committee

Audit and Compliance CommitteeFinance, Investment and General Purposes Committee (FIGPC)

Enterprise Risk Management and Governance CommitteeEnterprise Risk Management and Governance Committee

Audit and Compliance CommitteeAudit and Compliance Committee

Finance, Investment and General Purposes Committee (FIGPC)

Enterprise Risk Management and Governance Committee

Statutory Audit Committee

RETIRED

Audit and Compliance Committee

Finance, Investment and General Purposes Committee (FIGPC)

Enterprise Risk Management and Governance CommitteeChairmanMember

MemberMember

MemberMember

Member

MemberMember

Member

4

4

4

4

4

4

4

4

4

4

4

4

4

4

4

4

4

4

4

4

RETIRED

RETIRED

10.

Mr. Pius Edobor

4

Statutory Audit CommitteeAudit and Compliance Committee

Finance, Investment and General Purposes Committee (FIGPC)

Enterprise Risk Management and Governance Committee

Statutory Audit Committee

Section D - Details of Senior Management of the Company

1. Senior Management:

Member

Member

Member

4

4

4

RETIRED

4

4

4

4

S/No.	Names	Position Held	Gender
1.	Mr. Ademola Abidogun	Managing Director/CEO	Male
2.	Mr. Pius Edobor	Executive Director, Finance & Administration	Male
3.	Mrs. Chinenye Nwankwo	Company Secretary/Legal Adviser	Female
4.	Mr. Oluyinka Adebiyi	Group Lead, Marketing South	Male
5.	Mr. Jaafar Baba Saleh	Group Lead, Marketing North	Male
6.	Mrs. Ogonna Offor-Orabueze	Group Lead, Technical	Female
7.	Mrs. Adebowale Adesokan	Team Lead, Underwriting	Female
8.	Mrs. Ijeoma Okafor	Branch Lead, East	Female
9.	Mr. Damilare Bakare	Team Lead, ICT	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 stakeholders while sustaining the prosperity of the Company"	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. Last reviewed in 2022

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) without compromising competence,

independence integrity "

and

Principle 3: Chairman

"The Chairman is responsible for providingoverall leadership of the

Company and the Board, and eliciting the constructive participation of all Directors to facilitateeffective direction of the

Board"

i)What are the qualifications experiences of the directors?

and

• ii) Does the company have a Board-approved diversity policy? Yes/No

  If yes, to what extent have the diversity targets been achieved?

• iii) Are there directors holding concurrent directorships? Yes/No

If yes, state names of the directors and the companies?

iv) Is the MD/CEO or an Executive Director a chair of any Board Committee? Yes/No

If yes, provide the names of the

Committees.

i) Is the Chairman a member or chair of any of the Board Committees? Yes/no If yes, list them.

ii) At which Committee meeting(s) was the

Chairman in attendance during the period under review?

iii) Is the Chairman an INED or a NED?

QUALIFICATION YEARS OF

Barr. Godson Ugochukwu Mr. Chukwuemeka Uzoukwu

Barr. Anthony Achebe

Dr. Mohammed Tahir Attahir Mr. Simon Bolaji

Alh. Hassan Dantata Mr. Samuel Onukwue Mr. Ademola Abidogun

17 20

LLB, BL

HND, CIML, ICAS, BIM, NIM, ICA, ICE, PHD B.ED, ICAN, NIM, ITM BSC

19 15 22 22

Mr. Pius Edobor BSC, MSC, CIS,

ICAN, ILEX, ACFE

30

42

22

No, the principle of diversity is embedded in the Company's Board Charter and Corporate Governance Framework.

None

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 was he/she appointed as Chairman?	23rd March, 2016
vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No If yes, specify which document	Yes, Board Charter and Corporate Governance Framework.

Principles

Principle	4:	Managing
Director/	Chief	Executive
Officer

i)

"The ManagingDirector/Chief Executive ii)

Officer is the head of management delegated by the Board to run the affairs of

the Company to achieve its strategic objectives for sustainable corporateperformance"

Principle 5:

Executive Directors

Executive Directors support the Managing Director/ChiefExecutive operationsOfficer inmanagementCompany

ofthe and the

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

Reporting Questions

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?

Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No

iii)

Which of the Board Committee meetings did the MD/CEO attend during the period under review? V

iv)Is the MD/CEO serving as NED in any other company? Yes/no.

If yes, please state the company(ies)?

v)

Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No

i)Do the EDs have contracts of employment?

Yes/no

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

iv)Are there EDs serving as NEDs in any other company? Yes/No

If yes, please list

v)Are their memberships in these companies in line with Board-approved policy? Yes/No

Not applicable

i)Are the roles and responsibilities of the NEDs clearly defined and documented? Yes/No If yes, where are these documented?

ii)

Do the NEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No

iii)Do the NEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No

Yes

There has been no issue of conflict of interest, however, if it ever occurs, he would be required to disclose to the Board on occurrence basis.

NoThere has been no issue of conflict of interest, however, if it ever occurs, the Eds would be required to disclose to the Board on occurrence basis.

Yes, in the Board Charter and Corporate Governance Framework.

On occurrence basis

Principle 7: Independent Non-Executive Directors

iv)Are NEDs provided with information relating to the management of the company and on all Board matters? Yes/No

If yes, when is the information provided to the NEDs

v)What is theprocess ofcompleteness and information provided?

adequacyensuring of the

vi)Do NEDs have unfettered access to the EDs, Company Secretary and the Internal Auditor? Yes/No

i)Do the INEDs meet the independence criteria prescribed under Section 7.2 of the Code? Yes/No

Yes, on a need-to-know basis and as they occur. However, some information is provided and included in the Board packs ahead of the particular Board meeting.

Most information generates from the Head of Departments who in most cases are members of the senior management team. Thereafter, the information is forwarded to the MD/CEO who is the leader of the management team. The MD/CEO scrutinizes the information, verifies its accuracy and/or modifies and forwards to the company secretary for onward submission to the Board.

YesYesPrinciples

Reporting Questions

Explanation on application or deviation

Independent Non -Executive

Directors bring a high degreeof objectivity to the Board for sustaining andstackoenhfiodldenecr etru" st

ii)Are there any exceptions?

iii)What is the process of selecting INEDs?

Upon receipt of an INED's nomination, the company secretary requests for his/her profile, resume and other relevant credential and notifies the chairman accordingly. The chairman forwards to the ERMG Committee for scrutiny and interview. If satisfied, the candidate is presented to the board for a chat/assessment. Is successful at this stage, candidate's name together with his/her credentials will be presented to NAICOM for approval.

• iv) Do the INEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No

• v) Do the INEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No

• vi) Does the Board ascertain and confirm the independence of the INEDs? Yes/No If yes, how often?

  What is the process?

  Yes

• vii) Is the INED a Shareholder of the Company?

  Yes/No

  If yes, what is the percentage shareholding?

• viii) Does the INED have another relationship with the Company apart from directorship and/or shareholding? Yes/No If yes, provide details.

Not applicable

Where NAICOM approves, candidate will be issued letter of appointment. Upon acceptance candidate is issued contract for service, thereafter inducted and onboarded pending confirmation by members at the next Annual General Meeting.

At the moment, there are no INEDS, however, the company is in the process of appointing one.

ix)What are the components of INEDs remuneration?

Directors annual fee, and Board and Committee meeting sitting allowance.

"The

Principle 8:

Secretary

Company i) Is the Company Secretary in-house or outsourced?

Company Secretary ii) What is the qualification and experience of the

support theeffectiveness of

Company Secretary?

LLB, BL - 17 years' experience.

the Board by assisting the

Board and management to

develop goodcorporategovernance practices andculture within the Company"

• iii) Where the Company Secretary is an employee of the Company, is the person a member of senior management?

• iv) Who does the Company Secretary report to?

v) What is the appointment and removal process of the Company Secretary?

vi)Who undertakes and approves the performance appraisal of the Company Secretary?

Principle 9:

Access to Independent Advice

"Directors are sometimes required to make decisions of

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?

a technical and complex ii) Who bears the cost for the independent professional advice?

nature that may require independent externalexpertise"

iii) During the period under review, did the Directors obtain any independent professional advice? Yes/No If yes, provide details.

YesOn administrative matters, the company secretary reports to the MD/CEO, however on functional matters, she reports to the board chairman.

The company secretary is appointed by the board and can also be removed by the board.

The MD/CEO conducts the first level appraisal and forwards to the chairman for normalization (second level and final appraisal).

Yes, it is contained in the board charter and the company's corporate governance framework.

The company, provided the training program has a bearing on the discharge of the duties, functions and responsibilities of the director to the company.

"Meetings are the principal vehicle for conducting thebusiness of the Board and

Principle 10: Meetings of the Board

successfully fulfilling the

i) What is the process for reviewing and approving minutes of Board meetings?

• ii) What are the timelines for sending the minutes to Directors?

• iii) What are the implications for Directors who do not meet the Company policy on meeting attendance?

Such director will not earn full directors fees for such year and id absence continues, the board will have to reconsider the appointment of such a director.

Minutes of the meetings are circulated 4days prior to the board meeting to afford members time to peruse and make comments and observations. At the next board meeting, the minutes are read, reviewed, corrected and adopted.

Principles

strategic objectives of the Company"

Reporting Questions

Principle 11:

Board Committees

"To ensure efficiency and effectiveness, the Board delegates some of its

i) Do the Board Committees have Board approved Charters which set out their responsibilities and terms of reference?

Yes/No

functions, duties andresponsibilities to ii) What is the process for reviewing and approving minutes of Board Committee of meetings?

wellstructured committees, without abdicating its responsibilities"

Explanation on application or deviation

Not all, however the board charter as well as the company's corporate governance framework specifies the responsibilities and terms of reference of each of these committees.

Minutes of the meetings are circulated 4days prior to the board meeting to afford members time to peruse and make comments and observations. At the next board meeting, the minutes are read, reviewed, corrected and adopted.

10